EX-4.1



 Exhibit 4.1 
  

 
  

ANHEUSER-BUSCH COMPANIES, LLC 
 and

 ANHEUSER-BUSCH INBEV WORLDWIDE INC., 

as Companies 
 and 

ANHEUSER-BUSCH INBEV SA/NV, 
 as
Parent Guarantor 
 and 

the SUBSIDIARY GUARANTORS party hereto from time to time 

and 
 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., 
 as Trustee 
  

 
 Indenture

 Dated as of November 13, 2018 
  

 
  

 
  

 







 Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939: 
  

					
	 Trust Indenture Act Section
	  	 Indenture Section

	 Section 310
	  	 (a)(1)
	  	 609

		  	 (a)(2)
	  	 609

		  	 (a)(3)
	  	 Not Applicable

		  	 (a)(4)
	  	 Not Applicable

		  	 (b)
	  	 608

		  		  	 610

	 Section 311
	  	 (a)
	  	 613

		  	 (b)
	  	 613

	 Section 312
	  	 (a)
	  	 701

		  		  	 702

		  	 (b)
	  	 702

		  	 (c)
	  	 702

	 Section 313
	  	 (a)
	  	 703

		  	 (b)
	  	 703

		  	 (c)
	  	 703

		  	 (d)
	  	 703

	 Section 314
	  	 (a)
	  	 704

		  	 (a)(4)
	  	 101

		  		  	 1004

		  	 (b)
	  	 Not Applicable

		  	 (c)(1)
	  	 102

		  	 (c)(2)
	  	 102

		  	 (c)(3)
	  	 Not Applicable

		  	 (d)
	  	 Not Applicable

		  	 (e)
	  	 102

	 Section 315
	  	 (a)
	  	 601

		  	 (b)
	  	 602

		  	 (c)
	  	 601

		  	 (d)
	  	 601

		  	 (e)
	  	 514

	 Section 316
	  	 (a)
	  	 101

		  	 (a)(1)(A)
	  	 502

		  		  	 512

		  	 (a)(1)(B)
	  	 513

		  	 (a)(2)
	  	 Not Applicable

		  	 (b)
	  	 508

		  	 (c)
	  	 104

	 Section 317
	  	 (a)(1)
	  	 503

		  	 (a)(2)
	  	 504

		  	 (b)
	  	 1003

	 Section 318
	  	 (a)
	  	 107


 NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 







 TABLE OF CONTENTS 

 
  

 

							
	 	  	 	  	PAGE	 
		
	 PARTIES
	  	 	1	 
		
	 RECITALS OF THE COMPANIES
AND THE GUARANTORS
	  	 	1	 
	
	 ARTICLE ONE
	  

	
	 DEFINITIONS AND
OTHER PROVISIONS
	  

	 OF GENERAL
APPLICATION
	  

			
	 SECTION 101.
	  	Definitions	  	 	1	 
		  	2010 Senior Facility Agreement	  	 	2	 
		  	Absorbing Company	  	 	2	 
		  	Act	  	 	2	 
		  	Additional Amounts	  	 	2	 
		  	Affiliate	  	 	2	 
		  	Anheuser-Busch InBev Group	  	 	2	 
		  	Applicable Procedures	  	 	3	 
		  	Authenticating Agent	  	 	3	 
		  	Board of Directors	  	 	3	 
		  	Board Resolution	  	 	3	 
		  	Brandbev	  	 	3	 
		  	Brandbev Guarantee	  	 	3	 
		  	Brandbrew	  	 	3	 
		  	Brandbrew Guarantee	  	 	3	 
		  	Business Day	  	 	3	 
		  	Certificated Security	  	 	3	 
		  	Clearstream	  	 	3	 
		  	Code	  	 	3	 
		  	Commission	  	 	3	 
		  	Company	  	 	4	 
		  	Company Request; Company Order	  	 	4	 
		  	Corporate Trust Office	  	 	4	 
		  	Corporation	  	 	4	 
		  	Covenant Defeasance	  	 	4	 
		  	Defaulted Interest	  	 	4	 
		  	Defeasance	  	 	4	 
		  	Depositary	  	 	4	 
		  	Distribution Compliance Period	  	 	4	 
		  	Distributor	  	 	4	 
		  	DTC	  	 	4	 

  

 
 NOTE: This
Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture. 

  
 -i- 









							
		  	 Encumbrance
	  	 	4	 
		  	 Euroclear
	  	 	5	 
	     
	  	 Event of Default
	  	 	5	 
		  	 Exchange Act
	  	 	5	 
		  	 Expiration Date
	  	 	5	 
		  	 FATCA Withholding
	  	 	5	 
		  	 Global Guarantee
	  	 	5	 
		  	 Global Security
	  	 	5	 
		  	 Guarantees
	  	 	5	 
		  	 Guarantor
	  	 	5	 
		  	 Holder
	  	 	5	 
		  	 Indenture
	  	 	5	 
		  	 Indirect Participant
	  	 	5	 
		  	 Interest
	  	 	5	 
		  	 Interest Payment Date
	  	 	5	 
		  	 Investment Company Act
	  	 	6	 
		  	 January 2009 Indenture
	  	 	6	 
		  	 January 2013 Indenture
	  	 	6	 
		  	 Judgment Currency
	  	 	6	 
		  	 Law of 2002
	  	 	6	 
		  	 Luxembourg Regulation
	  	 	6	 
		  	 Maturity
	  	 	6	 
		  	 Net Tangible Assets
	  	 	6	 
		  	 Notice of Default
	  	 	6	 
		  	 October 2009 Indenture
	  	 	6	 
		  	 Officers’ Certificate
	  	 	7	 
		  	 Opinion of Counsel
	  	 	7	 
		  	 Original Issue Discount Security
	  	 	7	 
		  	 Other Guaranteed Facilities
	  	 	7	 
		  	 Outstanding
	  	 	7	 
		  	 Parent Guarantee
	  	 	8	 
		  	 Parent Guarantor
	  	 	8	 
		  	 Participant
	  	 	8	 
		  	 Paying Agent
	  	 	8	 
		  	 Person
	  	 	8	 
		  	 Place of Payment
	  	 	8	 
		  	 Predecessor Security
	  	 	8	 
		  	 Principal Plant
	  	 	8	 
		  	 Redemption Date
	  	 	9	 
		  	 Redemption Price
	  	 	9	 
		  	 Regular Record Date
	  	 	9	 
		  	 Responsible Officer
	  	 	9	 
		  	 Restricted Certificated Security
	  	 	9	 
		  	 Restricted Global Security
	  	 	9	 
		  	 Restricted Subsidiary
	  	 	9	 
		  	 Securities
	  	 	9	 
		  	 Securities Act
	  	 	10	 
		  	 Security Register; Security Registrar
	  	 	10	 
		  	 Significant Subsidiary
	  	 	10	 


  
 -ii- 









							
		  	 Special Record Date
	  	 	10	 
		  	 Stated Maturity
	  	 	10	 
		  	 Subsidiary
	  	 	10	 
		  	 Subsidiary Guarantee
	  	 	10	 
		  	 Subsidiary Guarantor
	  	 	10	 
		  	 Trust Indenture Act
	  	 	11	 
		  	 Trustee
	  	 	11	 
		  	 U.S. Government Obligation
	  	 	11	 
		  	 Unrestricted Certificated Security
	  	 	11	 
		  	 Unrestricted Global Security
	  	 	11	 
		  	 Vice President
	  	 	11	 
	 SECTION 102.
	  	Compliance Certificates and Opinions	  	 	11	 
	 SECTION 103.
	  	Form of Documents Delivered to Trustee	  	 	12	 
	 SECTION 104.
	  	Acts of Holders; Record Dates	  	 	12	 
	 SECTION 105.
	  	Notices, Etc., to Trustee, each Company and a Guarantor	  	 	14	 
	 SECTION 106.
	  	Notice to Holders; Waiver	  	 	15	 
	 SECTION 107.
	  	Conflict with Trust Indenture Act	  	 	15	 
	 SECTION 108.
	  	Effect of Headings and Table of Contents	  	 	16	 
	 SECTION 109.
	  	Successors and Assigns	  	 	16	 
	 SECTION 110.
	  	Separability Clause	  	 	16	 
	 SECTION 111.
	  	Benefits of Indenture	  	 	16	 
	 SECTION 112.
	  	Governing Law; Waiver of Trial by Jury	  	 	16	 
	 SECTION 113.
	  	Legal Holidays	  	 	16	 
	 SECTION 114.
	  	Submission to Jurisdiction; Waiver of Immunity	  	 	17	 
	 SECTION 115.
	  	Appointment of Agent for Service of Process	  	 	17	 
	
	ARTICLE TWO	 
	
	SECURITY AND GUARANTEE FORMS	 
			
	 SECTION 201.
	  	Forms Generally	  	 	18	 
	 SECTION 202.
	  	Form of Face of Security	  	 	18	 
	 SECTION 203.
	  	Form of Reverse of Security	  	 	21	 
	 SECTION 204.
	  	Form of Legends for Securities	  	 	26	 
	 SECTION 205.
	  	Form of Trustee’s Certificate of Authentication	  	 	28	 
	 SECTION 206.
	  	Guarantees by Guarantors	  	 	28	 
	 SECTION 207.
	  	Additional Guarantees	  	 	32	 
	 SECTION 208.
	  	Release of Guarantee	  	 	32	 
	 SECTION 209.
	  	Limitations on Guarantees	  	 	33	 
	 SECTION 210.
	  	CUSIP Numbers	  	 	38	 
	 SECTION 211.
	  	Non-Impairment	  	 	38	 
	
	ARTICLE THREE	 
	
	THE SECURITIES	 
			
	 SECTION 301.
	  	Amount Unlimited; Issuable in Series	  	 	38	 
	 SECTION 302.
	  	Denominations	  	 	41	 
	 SECTION 303.
	  	Execution, Authentication, Delivery and Dating	  	 	41	 


  
 -iii- 









							
	 SECTION 304.
	  	Temporary Securities	  	 	43	 
	 SECTION 305.
	  	Registration, Registration of Transfer and Exchange	  	 	43	 
	 SECTION 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	 	53	 
	 SECTION 307.
	  	Payment of Interest; Interest Rights Preserved	  	 	54	 
	 SECTION 308.
	  	Persons Deemed Owners	  	 	55	 
	 SECTION 309.
	  	Cancellation	  	 	55	 
	 SECTION 310.
	  	Computation of Interest	  	 	56	 
	 SECTION 311.
	  	Co-Obligation of the Companies	  	 	56	 
	
	 ARTICLE FOUR
	  

	
	 SATISFACTION AND
DISCHARGE
	  

			
	 SECTION 401.
	  	Satisfaction and Discharge of Indenture	  	 	57	 
	 SECTION 402.
	  	Application of Trust Money	  	 	58	 
	
	 ARTICLE FIVE
	  

	
	 REMEDIES
	  

			
	 SECTION 501.
	  	Events of Default	  	 	58	 
	 SECTION 502.
	  	Acceleration of Maturity; Rescission and Annulment	  	 	60	 
	 SECTION 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	61	 
	 SECTION 504.
	  	Trustee May File Proofs of Claim	  	 	62	 
	 SECTION 505.
	  	Trustee May Enforce Claims Without Possession of Securities	  	 	62	 
	 SECTION 506.
	  	Application of Money Collected	  	 	63	 
	 SECTION 507.
	  	Limitation on Suits	  	 	63	 
	 SECTION 508.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	 	64	 
	 SECTION 509.
	  	Restoration of Rights and Remedies	  	 	64	 
	 SECTION 510.
	  	Rights and Remedies Cumulative	  	 	64	 
	 SECTION 511.
	  	Delay or Omission Not Waiver	  	 	64	 
	 SECTION 512.
	  	Control by Holders	  	 	64	 
	 SECTION 513.
	  	Waiver of Past Defaults	  	 	65	 
	 SECTION 514.
	  	Undertaking for Costs	  	 	65	 
	 SECTION 515.
	  	Waiver of Usury, Stay or Extension Laws	  	 	65	 
	 SECTION 516.
	  	Agents to Act for Trustee	  	 	66	 
	
	 ARTICLE SIX
	  

	
	 THE TRUSTEE
	  

			
	 SECTION 601.
	  	Certain Duties and Responsibilities	  	 	66	 
	 SECTION 602.
	  	Notice to Holders of Defaults	  	 	66	 
	 SECTION 603.
	  	Certain Rights of Trustee	  	 	66	 
	 SECTION 604.
	  	Not Responsible for Recitals or Issuance of Securities	  	 	69	 
	 SECTION 605.
	  	May Hold Securities	  	 	69	 
	 SECTION 606.
	  	Money Held in Trust	  	 	69	 
	 SECTION 607.
	  	Compensation and Reimbursement	  	 	69	 


  
 -iv- 









							
	 SECTION 608.
	  	Conflicting Interests	  	 	70	 
	 SECTION 609.
	  	Corporate Trustee Required; Eligibility	  	 	71	 
	 SECTION 610.
	  	Resignation and Removal; Appointment of Successor	  	 	71	 
	 SECTION 611.
	  	Acceptance of Appointment by Successor	  	 	72	 
	 SECTION 612.
	  	Merger, Conversion, Consolidation or Succession to Business	  	 	73	 
	 SECTION 613.
	  	Preferential Collection of Claims Against the Companies or the Guarantors	  	 	74	 
	 SECTION 614.
	  	Appointment of Authenticating Agent	  	 	74	 
	 SECTION 615.
	  	FATCA Withholding	  	 	75	 
	
	 ARTICLE SEVEN
	  

	
	 HOLDERS’ LISTS
AND REPORTS BY TRUSTEE AND COMPANIES
	
 


			
	 SECTION 701.
	  	Companies and the Parent Guarantor to Furnish Trustee Names and Addresses of Holders	  	 	76	 
	 SECTION 702.
	  	Preservation of Information; Communications to Holders	  	 	76	 
	 SECTION 703.
	  	Reports by Trustee	  	 	76	 
	 SECTION 704.
	  	Reports by the Parent Guarantor	  	 	77	 
	
	 ARTICLE EIGHT
	  

	
	 CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE
	
 

			
	 SECTION 801.
	  	Companies and a Guarantor May Consolidate, Etc., Only on Certain Terms	  	 	77	 
	 SECTION 802.
	  	Successor Substituted	  	 	79	 
	 SECTION 803.
	  	Conversion to Limited Liability Company	  	 	80	 
	
	 ARTICLE NINE
	  

	
	 SUPPLEMENTAL
INDENTURES
	  

			
	 SECTION 901.
	  	Supplemental Indentures Without Consent of Holders	  	 	80	 
	 SECTION 902.
	  	Supplemental Indentures With Consent of Holders	  	 	82	 
	 SECTION 903.
	  	Execution of Supplemental Indentures	  	 	83	 
	 SECTION 904.
	  	Effect of Supplemental Indentures	  	 	84	 
	 SECTION 905.
	  	Conformity with Trust Indenture Act	  	 	84	 
	 SECTION 906.
	  	Reference in Securities to Supplemental Indentures	  	 	84	 
	
	 ARTICLE TEN
	  

	
	 COVENANTS
	  

			
	 SECTION 1001.
	  	Payment of Principal, Premium and Interest	  	 	84	 
	 SECTION 1002.
	  	Maintenance of Office or Agency	  	 	84	 
	 SECTION 1003.
	  	Money for Securities Payments to Be Held in Trust	  	 	85	 
	 SECTION 1004.
	  	Statement by Officers as to Default	  	 	86	 
	 SECTION 1005.
	  	Existence	  	 	86	 


  
 -v- 









							
	 SECTION 1006.
	  	Limitation on Liens	  	 	86	 
	 SECTION 1007.
	  	Sale-Leaseback Transactions	  	 	89	 
	 SECTION 1008.
	  	Waiver of Certain Covenants	  	 	91	 
	 SECTION 1009.
	  	Additional Amounts	  	 	91	 
	 SECTION 1010.
	  	Additional Information	  	 	93	 
	 SECTION 1011.
	  	Notice of Event of Default	  	 	93	 
	 SECTION 1012.
	  	Indemnification of Judgment Currency	  	 	93	 
	 SECTION 1013.
	  	Further Instruments and Acts	  	 	94	 
	
	 ARTICLE ELEVEN
	  

	
	 REDEMPTION OF
SECURITIES
	  

			
	 SECTION 1101.
	  	Applicability of Article	  	 	94	 
	 SECTION 1102.
	  	Election to Redeem; Notice to Trustee	  	 	94	 
	 SECTION 1103.
	  	Selection by Trustee of Securities to Be Redeemed	  	 	94	 
	 SECTION 1104.
	  	Notice of Redemption	  	 	95	 
	 SECTION 1105.
	  	Deposit of Redemption Price	  	 	96	 
	 SECTION 1106.
	  	Securities Payable on Redemption Date	  	 	96	 
	 SECTION 1107.
	  	Securities Redeemed in Part	  	 	97	 
	
	 ARTICLE TWELVE
	  

	
	 SINKING FUNDS
	  

			
	 SECTION 1201.
	  	Applicability of Article	  	 	97	 
	 SECTION 1202.
	  	Satisfaction of Sinking Fund Payments with Securities	  	 	97	 
	 SECTION 1203.
	  	Redemption of Securities for Sinking Fund	  	 	98	 
	
	 ARTICLE THIRTEEN
	  

	
	 DEFEASANCE AND
COVENANT DEFEASANCE
	  

			
	 SECTION 1301.
	  	Companies’ and the Parent Guarantor’s Option to Effect Defeasance or Covenant Defeasance	  	 	98	 
	 SECTION 1302.
	  	Defeasance and Discharge	  	 	98	 
	 SECTION 1303.
	  	Covenant Defeasance	  	 	99	 
	 SECTION 1304.
	  	Conditions to Defeasance or Covenant Defeasance	  	 	99	 
	 SECTION 1305.
	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	  	 	101	 
	 SECTION 1306.
	  	Reinstatement	  	 	101	 
	 SECTION 1307.
	  	Qualifying Trustee	  	 	102	 


  
 -vi- 








 INDENTURE, dated as of November 13, 2018, among Anheuser-Busch Companies,
LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called “ABC” and a “Company”) and Anheuser-Busch InBev Worldwide Inc., a corporation duly organized and existing under
the laws of the State of Delaware (herein called “ABIWW” and a “Company,” and together with ABC, the “Companies,” as the context requires), Anheuser-Busch InBev SA/NV, a société anonyme/naamloze
vennootschap duly organized and existing under the laws of the Kingdom of Belgium (herein called the “Parent Guarantor”), the Subsidiaries of the Parent Guarantor party hereto from time to time, as Subsidiary Guarantors, and The Bank
of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”). 

RECITALS OF THE COMPANIES AND THE
GUARANTORS 
 The Companies have duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. 

The Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance of Guarantees
with respect to the Securities. 
 All things necessary to make this Indenture a valid agreement of the Companies and the
Guarantors, in accordance with its terms, have been done. 
 NOW, THEREFORE,
THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS 

OF GENERAL APPLICATION 

SECTION 101.      Definitions. 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 

(1)      the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular; 
 (2)      all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 

(3)      all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting 







 
principles, as applied by the Parent Guarantor, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are generally accepted — at the date of this instrument — at the date of such computation in the jurisdiction of incorporation of the Parent Guarantor; 

(4)      unless the context otherwise requires, any reference to an
“Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and 

(5)      the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

“2010 Senior Facilities Agreement” means the $9 billion (originally $13 billion) senior facilities agreement,
dated as of February 26, 2010, as amended on July 25, 2011, as extended on August 20, 2013 and as amended and restated on August 28, 2015 and further extended on 3 October 2017, for the Parent Guarantor and ABIWW, arranged
by Banc of America Securities Limited, Banco Santander, S.A., Barclays Capital, Deutsche Bank AG, London Branch, Fortis Bank SA/NV, ING Bank NV, Intesa Sanpaolo S.p.A, J.P. Morgan plc, Mizuho Corporate Bank, Ltd, The Royal Bank of Scotland plc,
Société Générale Corporate & Investment Banking, The Corporate and Investment Banking Division of Société Générale and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as mandated lead arrangers
and bookrunners, and Fortis Bank SA/NV, acting as agent and issuing bank. 
 “Absorbing Company” has the meaning
specified in Section 801. 
 “Act”, when used with respect to any Holder, has the meaning specified in
Section 104. 
 “Additional Amounts” has the meaning specified in Section 1009. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Anheuser-Busch InBev Group” means the Parent Guarantor or the Parent Guarantor and the group of companies owned
and/or controlled by the Parent Guarantor, as the context requires. 
 “April 2018 Indenture” means the Indenture
dated as of April 4, 2018, among ABIWW, the Parent Guarantor, the subsidiary guarantors thereunder and The Bank of New York Mellon Trust Company, N.A. as trustee. 

  
 -2- 








 “Applicable Procedures” means, with respect to any transfer or exchange
of or for beneficial interests in any Global Security, the rules and procedures of the Depositary with respect thereto that apply to such transfer or exchange. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of
the Trustee to authenticate Securities of one or more series. 
 “Board of Directors” means either the board of
directors or other managing body of either Company or a Guarantor, as applicable, or any duly authorized committee of that board or managing body. 

“Board Resolution” means a copy of a resolution certified by the Secretary or any Assistant Secretary or other
authorized officer or person, in the case of each Company, or a manager or other authorized officer or person, in the case of any Guarantor, to have been duly adopted by the Board of Directors of such Company or the applicable Guarantor, as
applicable, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Brandbev” means Brandbev S.à r.l., a société à responsabilité
limitée incorporated under the laws of Luxembourg, with registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand-Duchy of Luxembourg, registered with the Luxembourg
Register of Commerce and Companies under the number B 80.984 and having a share capital of USD 43,150,720. 
 “Brandbev
Guarantee” has the meaning specified in Section 209. 
 “Brandbrew” means Brandbrew S.A., a
société anonyme incorporated under the laws of Luxembourg, with registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand-Duchy of Luxembourg and
registered with the Luxembourg Register of Commerce and Companies under the number B 75.696. 
 “Brandbrew
Guarantee” has the meaning specified in Section 209. 
 “Business Day”, when used with respect to any
Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 

“Certificated Security” means a certificated Security that evidences all or part of the Securities of any series and
bears the legend set forth in Section 204 (or such legends as may be specified as contemplated by Section 301 of such Securities) and that is registered in the name of the Holder thereof. 

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg (or any successor
securities clearing agency). 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange
Act, or if at any time after the execution of 

  
 -3- 








 
this instrument such Commission is not existing and performing its duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 

“Company” means either of the Persons named as the “Company” in the first paragraph of this instrument
until a successor Person or successor Persons shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person or Persons. 

“Company Request” or “Company Order” means a written request or order signed in the name of both Companies
by their respective President, Chairman of the Board, any Vice-President, Treasurer, Secretary, Assistant Secretary or other authorized officer and delivered to the Trustee. 

“Corporate Trust Office” means the designated office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date hereof is located at 100 South 4th Street, Suite 550, St. Louis, Missouri 63102, Attention: Corporate Trust Administration, Fax No.
(732) 667-4450 or such other address as the Trustee may designate from time to time by notice to the Holders and the Companies, or the principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to the Holders and the Companies). 

“Corporation” means a corporation, partnership, association, company, limited liability company, joint-stock
company, business trust or other similar entity. 
 “Covenant Defeasance” has the meaning specified in
Section 1303. 
 “December 2016 Indenture” means the Indenture dated as of December 16, 2016, among
ABIWW, the Parent Guarantor, the subsidiary guarantors thereunder and The Bank of New York Mellon Trust Company, N.A., as trustee. 

“Defaulted Interest” has the meaning specified in Section 307. 

“Defeasance” has the meaning specified in Section 1302. 

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more
Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301. 

“Distribution Compliance Period” has the meaning specified in Section 305(b)(1)(A). 

“Distributor” has the meaning specified in Section 305(b)(1)(A). 

“DTC” means The Depository Trust Company, its nominees, successors and assigns. 

“Encumbrance” means any mortgage, pledge, security interest or lien. 

  
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 “Euroclear” means the Euroclear Bank S.A./N.V. (or any successor
securities clearing agency). 
 “Event of Default” has the meaning specified in Section 501. 

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended
from time to time. 
 “Expiration Date” has the meaning specified in Section 104. 

“FATCA Withholding” has the meaning specified in Section 615. 

“Global Guarantee” means a guarantee of the Parent Guarantor or any Subsidiary Guarantor in substantially the form
set forth in Section 206(d), as the case may be, which guarantee may be executed in advance of the authentication and delivery of the Securities covered thereby and may apply to more than one series of Securities issued hereunder. 

“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend
set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities). 

“Guarantees” means the guarantees of the Parent Guarantor and any other Guarantor from time to time, which may be
(i) in the form of one or more Global Guarantees or (ii) endorsed on, and relate to, the Securities of a particular series authenticated and delivered hereunder or (iii) documented in any other manner permitted by law. 

“Guarantor” means the Parent Guarantor and any Subsidiary Guarantor under this Indenture from time to time. 

“Holder” means a Person in whose name a Security is registered in the Security Register. 

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to
be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301. 

“Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.

 “Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest
only after Maturity, means interest payable after Maturity. 
 “Interest Payment Date”, when used with respect to
any Security, means the Stated Maturity of an installment of interest on such Security. 

  
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 “Investment Company Act” means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time. 
 “January 2009 Indenture” means the
Indenture dated as of January 12, 2009, among ABIWW, the Parent Guarantor, the subsidiary guarantors thereunder and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Mellon, New York Branch) as trustee. 

“January 2013 Indenture” means the Indenture dated as of January 17, 2013, among Anheuser-Busch InBev Finance
Inc., the Parent Guarantor, the subsidiary guarantors thereunder and The Bank of New York Mellon Trust Company, N.A., as trustee. 

“January 2016 Indenture” means the Indenture dated as of January 25, 2016, among Anheuser-Busch Finance Inc.,
the Parent Guarantor, the subsidiary guarantors thereunder and The Bank of New York Mellon Trust Company, N.A., as trustee. 

“Judgment Currency” has the meaning specified in Section 1012. 

“Luxembourg Law of 2002” has the meaning specified in Section 209. 

“Luxembourg Regulation” has the meaning specified in Section 209. 

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“May 2017 Indenture” means the Indenture dated as of May 15, 2017, among Anheuser-Busch InBev Finance Inc., the
Parent Guarantor, the subsidiary guarantors thereunder and The Bank of New York Mellon Trust Company, N.A., as trustee. 

“Net Tangible Assets” means the total assets of the Parent Guarantor and its Restricted Subsidiaries (including,
with respect to the Parent Guarantor, its net investment in subsidiaries other than Restricted Subsidiaries) after deducting therefrom (a) all current liabilities (excluding any thereof constituting debt by reason of being renewable or
extendable) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, organization and developmental expenses and other like segregated intangibles, all as computed by the Parent Guarantor in accordance with
generally accepted accounting principles applied by the Parent Guarantor as of a date within 90 days of the date as of which the determination is being made; provided that any items constituting deferred income taxes, deferred investment tax
credit or other similar items shall not be taken into account as a liability or as a deduction from or adjustment to total assets. 

“Notice of Default” means a written notice of the kind specified in Section 501(4) or 501(5). 

“October 2009 Indenture” means the Indenture dated as of October 16, 2009, among ABIWW, the Parent Guarantor,
the subsidiary guarantors thereunder and The Bank of New York Mellon Trust Company, N.A. as trustee. 

  
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 “Officer’s Certificate” means a certificate signed by the Chairman
of the Board of Directors, the President, any Vice-President, the Treasurer, a Secretary, an Assistant Secretary or any other authorized officer or person, in the case of each Company, and, in the case of any Guarantor, any manager or authorized
officer or person, and delivered to the Trustee. One of the officers signing an Officer’s Certificate given pursuant to Section 1004 shall, in the case of each Company, be the principal executive, financial or accounting officer. 

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for either Company or both Companies or
the applicable Guarantor, and which opinion shall be reasonably acceptable to the Trustee. 
 “Original Issue Discount
Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

“Other Guaranteed Facilities” has the meaning specified in Section 209. 

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except: 

(1)      Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation; 
 (2)      Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than either Company or a Guarantor) in trust or set aside and segregated in trust by either Company (if either Company or a Guarantor
shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; 
 (3)      Securities as to which Defeasance has been
effected pursuant to Section 1302; and 
 (4)      Securities which have
been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Companies; 

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall
be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502; (B) if, as of such date, the principal amount payable at the Stated
Maturity 

  
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of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by
Section 301; (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause); and (D) Securities
owned by either Company or any other obligor upon the Securities or any Affiliate of the Companies or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not either Company or any other obligor upon the Securities or any
Affiliate of either Company or of such other obligor. 
 “Parent Guarantee” means any guarantee of the Parent
Guarantor from time to time, which may be in the form of (i) one or more Global Guarantees or (ii) endorsed on, and relate to, the Securities of a particular series authenticated and delivered hereunder or (iii) documented in any
other manner permitted by law. 
 “Parent Guarantor” has the meaning specified in the first paragraph of this
Indenture, and any successor Person or assignee permitted pursuant to the applicable provisions of this Indenture, and following a merger under Section 801(b), “Parent Guarantor” shall mean the Absorbing Company without any further
action hereunder. 
 “Participant” means, with respect to any Depositary, a Person who is a participant of or has
an account with such Depositary, respectively. 
 “Paying Agent” means any Person authorized by either Company or
both Companies or a Guarantor to pay the principal of or any premium or interest on any Securities on behalf of such Companies or Guarantor. 

“Person” means any individual, Corporation, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof. 
 “Place of Payment”, when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the
same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Principal Plant” means
(a) any brewery, or any manufacturing, processing or packaging plant, now owned or hereafter acquired by the Parent Guarantor or any 

  
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Subsidiary, but shall not include (i) any brewery or manufacturing, processing or packaging plant which the Parent Guarantor shall by Board Resolution have determined is not of material
importance to the total business conducted by the Parent Guarantor and its Subsidiaries, (ii) any plant which the Parent Guarantor shall by Board Resolution have determined is used primarily for transportation, marketing or warehousing (any
such determination to be effective as of the date specified in the applicable Board Resolution) or (iii) at the option of the Parent Guarantor, any plant that (A) does not constitute part of the brewing operations of the Parent Guarantor
and its Subsidiaries and (B) has a net book value, as reflected on the balance sheet contained in the Parent Guarantor’s financial statements of not more than $100,000,000; and (b) any other facility owned by the Parent Guarantor or
any of its Subsidiaries that the Parent Guarantor shall, by Board Resolution, designate as a Principal Plant. 

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption
by or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the Corporate Trust
Office of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons
who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture. 
 “Restricted Certificated Security” means a Certificated Security offered and
sold pursuant to an exemption from registration under the Securities Act. 
 “Restricted Global Security” means a
Global Security offered and sold pursuant to an exemption from registration under the Securities Act. 
 “Restricted
Subsidiary” means (a) any Subsidiary which owns or operates a Principal Plant, (b) any other subsidiary which the Parent Guarantor, by Board Resolution, shall elect to be treated as a Restricted Subsidiary, until such time as the
Parent Guarantor may, by further Board Resolution, elect that such Subsidiary shall no longer be a Restricted Subsidiary, successive such elections being permitted without restriction, and (c) the Companies and the Subsidiary Guarantors;
provided that each of Companhia de Bebidas das Américas – AmBev and Grupo Modelo S.A.B. de C.V. shall not be “Restricted Subsidiaries” until and unless the Parent Guarantor owns, directly or indirectly, 100% of the
equity interests in such company. Any such election will be effective as of the date specified in the applicable Board Resolution. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture. 

  
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 “Securities Act” means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 305. 
 “Significant Subsidiary” means any
Subsidiary (i) the consolidated revenue of which represents 10% of more of the consolidated revenue of the Parent Guarantor, (ii) the consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) of which
represents 10% or more of the consolidated EBITDA of the Parent Guarantor, or (iii) the consolidated gross assets of which represent 10% or more of the consolidated gross assets of the Parent Guarantor, in each case as reflected in the most
recent annual audited financial statements of the Parent Guarantor, provided that (A) in the case of a Subsidiary acquired by the Parent Guarantor during or after the financial year shown in the most recent annual audited financial
statements of the Parent Guarantor such calculation shall be made on the basis of the contribution of the Subsidiary considered on a pro forma basis as if it had been acquired at the beginning of the relevant period, with the pro forma
calculation (including any adjustments) being made by the Parent Guarantor acting in good faith, and (B) EBITDA shall be calculated by the Parent Guarantor in substantially the same manner as it is calculated for the amounts shown in the
offering memorandum or circular for the relevant series of Securities. 
 “Special Record Date” for the payment of
any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity”, when
used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due
and payable. 
 “Subsidiary” means any Corporation of which more than 50% of the issued and outstanding stock
entitled to vote for the election of directors or persons exercising similar functions (otherwise than by reason of default in dividends) is at the time owned directly or indirectly by the Parent Guarantor or a Subsidiary or Subsidiaries or by the
Parent Guarantor and a Subsidiary or Subsidiaries. 
 “Subsidiary Guarantee” means the guarantee of any Subsidiary
Guarantor from time to time, which may be (i) in the form of one or more Global Guarantees or (ii) endorsed on, and relate to, the Securities of a particular series authenticated and delivered hereunder or (iii) documented in any
other manner permitted by law. 
 “Subsidiary Guarantor” shall initially include each of the following companies
and shall subsequently include any Subsidiary of the Parent Guarantor that provides a guarantee under this Indenture from time to time: 
  

	 	●	 	 Anheuser-Busch InBev Finance Inc., a corporation duly organized and existing under the laws of the State of
Delaware; 


  

	 	●	 	 Cobrew NV, a public limited liability company organized and existing under Belgian law; 




  
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	 	●	 	 Brandbrew; and 


  

	 	●	 	 Brandbev. 



“Trust Indenture Act” means the Trust Indenture Act of 1939, including the rules promulgated thereunder, as in force
at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended and any statute successor thereto. 
 “Trustee” means the Person named
as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who
is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 

“U.S. Government Obligation” has the meaning specified in Section 1304. 

“Unrestricted Certificated Security” means a Certificated Security the restrictions on transfer of which have
expired or otherwise been removed. 
 “Unrestricted Global Security” means a Global Security the restrictions on
transfer of which have expired or otherwise been removed. 
 “Vice President”, when used with respect to either
Company or a Guarantor or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”. 

SECTION 102.      Compliance Certificates and Opinions. 

Upon any application or request by either Company or the Parent Guarantor to the Trustee to take any action under any
provision of this Indenture, the relevant Company or the Parent Guarantor, as applicable, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given
in the form of an Officer’s Certificate, if to be given by an officer of either Company or the Parent Guarantor, as applicable, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture
Act and any other requirements set forth in this Indenture. 
 Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include: 

(1)      a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto; 

(2)      a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 

  
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 (3)      a statement that, in the
opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4)      a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with. 
 SECTION 103.      Form of Documents Delivered to
Trustee. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

Any certificate or opinion of an officer of either Company or the Parent Guarantor, as applicable, may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of
either Company or the Parent Guarantor, as applicable, stating that the information with respect to such factual matters is in the possession of either Company or the Parent Guarantor, as applicable, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

SECTION 104.      Acts of Holders; Record Dates. 

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Companies or the Parent Guarantor. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee, the Companies or the Parent Guarantor, if made in the manner provided in this Section. 

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate 

  
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of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

The ownership of Securities shall be proved by the Security Register. 

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the
Companies or the Parent Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 

The Companies and the Parent Guarantor may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of
such series, provided that the Companies and the Parent Guarantor may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction
referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether
or not such Holders remain Holders after such record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Companies or the Parent Guarantor from setting a new record date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Companies or the Parent Guarantor, at their own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any
series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2), or
(iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless


  
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taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be
construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Companies’ or the Parent Guarantor’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Companies and the Parent Guarantor in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 

With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any
day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date
as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 

SECTION 105.      Notices, Etc., to Trustee, each Company and a Guarantor. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided for or
permitted by this Indenture to be made upon, given or furnished to, or filed with, 

(1)      the Trustee by any Holder or by either Company or a Guarantor shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, 100 South 4th Street, Suite 550, St. Louis, Missouri
63102, United States of America, Attention: Corporate Trust Administration, or 

(2)      either Company or a Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to either Company and a Guarantor, as applicable, addressed to it at the address specified in Section 115
of this instrument or at any other address previously furnished in writing to the Trustee by either Company or a Guarantor. 

  
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 The Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic instructions or
directions, subsequent to the transmission thereof, shall provide the originally executed instructions or directions to the Trustee in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized
representative of the party providing such instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions or
directions notwithstanding such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction or if the subsequent written instruction or direction is never received. The party providing instructions or
directions by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 

SECTION 106.      Notice to Holders; Waiver. 

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification as shall be made with the approval of the Trustee in its sole discretion shall constitute a sufficient notification for every purpose hereunder. 

The costs of any such notice to Holders as provided in this Section 106 shall be paid by the Companies. 

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be
in the English language, except that any published notice may be in an official language of the country of publication. 
 SECTION
107.      Conflict with Trust Indenture Act. 
 If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture


  
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modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be. 
 SECTION 108.      Effect of Headings and Table of Contents. 

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof. 
 SECTION 109.      Successors and Assigns. 

All covenants and agreements in this Indenture by either Company and any Guarantor shall bind their successors and assigns,
whether so expressed or not. 
 SECTION 110.      Separability Clause. 

In case any provision in this Indenture, in any Parent Guarantee or any Subsidiary Guarantee, or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 111.      Benefits of Indenture. 

Nothing in this Indenture, in any Parent Guarantee or Subsidiary Guarantee, or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

SECTION 112.      Governing Law; Waiver of Trial by Jury. 

This Indenture, each Parent Guarantee, each Subsidiary Guarantee and the Securities shall be governed by and construed in
accordance with the laws of the State of New York. Each of the Companies, the Guarantors and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Indenture, the Securities or the transactions contemplated hereby. 
 SECTION
113.      Legal Holidays. 
 In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture, of the Guarantees or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such
Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity. 

  
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 SECTION 114.      Submission to Jurisdiction; Waiver of
Immunity. 
 For the benefit of the Holders, each of the Companies and each Guarantor hereby (i) irrevocably
submits to the non-exclusive jurisdiction of any New York State court or United States federal court sitting in the Borough of Manhattan in the City of New York solely for purposes of any legal action or
proceeding arising out of or relating to the Securities or the Guarantees and (ii) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any legal action or
proceeding in any New York State court or United States federal court sitting in the Borough of Manhattan in the City of New York, and any claim that any such action or proceedings brought in any such court has been brought in an inconvenient forum.
Each of the Companies and the Parent Guarantor agrees that a final judgment in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 

Any legal action or proceeding arising out of or relating to the Securities or the Guarantees may also be brought and enforced
in the courts of the Kingdom of Belgium and each of the Companies and each Guarantor irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding. 

To the extent that either Company or any Guarantor may in any jurisdiction claim for itself or its assets immunity (to the
extent that any immunity may now or hereafter exist) from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process (whether through service or notice or otherwise), and to the extent that in any
such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), each Company and each Guarantor irrevocably agree not to claim, and irrevocably waive, such immunity to the full extent permitted by the laws
of such jurisdiction. 
 SECTION 115.      Appointment of Agent for Service of Process. 

By the execution and delivery of this Indenture, each Guarantor (except for Anheuser-Busch InBev Finance Inc.) hereby appoints
Anheuser-Busch InBev Services, LLC as its agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, the City of New York, arising out of or relating to
the Securities or the Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of Anheuser-Busch InBev Services, LLC at 250 Park Avenue, New York, New York 10177, and written notice of said service to
such Guarantor by the Person servicing the same addressed as provided by Section 105, shall be deemed in every respect effective service of process upon such Guarantor, respectively, in any such legal action or proceeding, and such Guarantor
hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms
thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each such Guarantor further agrees to take any and all action, including
the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor. 

  
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 ARTICLE TWO 

SECURITY AND GUARANTEE FORMS 

SECTION 201.      Forms Generally. 

The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be
established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be
certified by a Secretary or Assistant Secretary or other authorized officer or person of each Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery
of such Securities. 
 Any Global Guarantee and any Guarantee to be endorsed on and to relate to the Securities of any
series shall each be in substantially the applicable form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution of a Guarantor or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Guarantees, as evidenced by their execution of the Guarantees. If the form of the Guarantee is to be
endorsed on the Securities of any series and such form of Guarantee is established by action taken pursuant to a Board Resolution of a Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant
Secretary, or officer or person serving in a similar capacity, of the applicable Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such
Securities. 
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 

SECTION 202.      Form of Face of Security. 

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.] 

Anheuser-Busch Companies, LLC 
 and

 Anheuser-Busch InBev Worldwide Inc. 

[Title of Security] 

  
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 Payment of Principal[, Premium, if any,] 

and Interest Irrevocably, Fully and Unconditionally Guaranteed by 

Anheuser-Busch InBev SA/NV and Various Subsidiary Guarantors 
  

					
	 No. ●
	  	$	 ........	 

 Anheuser-Busch Companies, LLC, a limited liability company duly organized and existing under
the laws of the State of Delaware (herein called “ABC” and a “Company”) and Anheuser-Busch InBev Worldwide Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called “ABIWW”
and a “Company,” and together with ABC, the “Companies,” as the context requires, and which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promise to pay to
                               , or registered assigns, on
                            , the principal sum of
                                 Dollars [if the Security is to bear
interest prior to Maturity, insert — , and to pay interest thereon from                  or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on                     and
             in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable,
insert —; provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
               or                      (whether or not a
Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. 

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security
shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity, and in such case the overdue principal and any overdue premium shall bear interest at the rate
of            % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for
payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate
of            % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid


  
 -19- 








 
or made available for payment. Interest on any overdue interest shall be payable on demand.]] 

Payment of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Companies maintained for that purpose in
                          , in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if applicable, insert —; provided, however, that at the option of the Companies payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security Register]. Initially, the Paying Agent and Security Registrar for this Security will be The Bank of New York Mellon Trust Company, N.A., St. Louis, Missouri. The
Companies may change the Paying Agent or Security Registrar without prior notice to the Holders, and in such an event either Company may act as Paying Agent or Security Registrar. Payments of principal, premium, if any, and interest on this Security
shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal and premium, if any, this Security is first surrendered to the Paying Agent. 

Notwithstanding any provision of this Security or the Indenture, the Companies may make any and all payments of principal,
premium (if any) and interest on this Security pursuant to the applicable procedures of the Depositary for this Security as permitted in the Indenture. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

IN WITNESS WHEREOF, the Companies have caused this instrument to be duly executed
[include only if required by applicable law: under its corporate seal]. 
 Dated: 

 

	
	 ANHEUSER-BUSCH COMPANIES, LLC

	
	 By..................................................

	 Name:

	 Title:       Authorized Officer

	
	 ANHEUSER-BUSCH INBEV WORLDWIDE INC.

	
	 By..................................................

	 Name:

	 Title:       Authorized Officer




  
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 SECTION 203.      Form of Reverse of Security. 

This Security is one of a duly authorized issue of securities of the Companies (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of November 13, 2018 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Companies, Anheuser-Busch
InBev SA/NV, as Parent Guarantor, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Companies, the Guarantors, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to
$              ]. 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30
days’ notice by mail (or if the Securities of this series are represented by one or more Global Securities, by transmission in accordance with the Depositary’s customary procedures therefor), [if applicable,
insert — (1) on                in any year commencing with the year
                 and ending with the year                  through
operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or
after            , 20], as a whole or in part, at the election of the Companies, at the following Redemption Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert — on or before                 ,        %, and if redeemed]
during the 12-month period beginning of the years indicated, 
  

							
	 Year
	  	 Redemption

Price
	  	 Year
	  	 Redemption

Price


 and
thereafter at a Redemption Price equal to            % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through
operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than
30 days’ notice by mail (or if the Securities of this series are represented by one or more Global Securities, by transmission in accordance with the Depositary’s customary procedures therefor), (1) on
             in any year commencing with the year              and ending with the year
             through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at 

  
 -21- 








 
any time [if applicable, insert — on or after
                  ], as a whole or in part, at the election of the Companies, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
                     of the years indicated, 
  

					
	 Year
	  	 Redemption Price

For Redemption
 Through
Operation
 of the
 Sinking
Fund
	  	 Redemption Price For

Redemption Otherwise
 Than Through
Operation
 of the Sinking Fund



and thereafter at a Redemption Price equal to              % of the
principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 

[If applicable, insert — Notwithstanding the foregoing, the Companies may not, prior to
               , redeem any Securities of this series as contemplated by [if applicable, insert — clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Companies (calculated in accordance with generally accepted financial practice) of
less than                        % per annum.] 

[If applicable, insert — The sinking fund for this series provides for the redemption on
              in each year beginning with the year                  and ending
with the year              of [if applicable, insert — not less than
$                 (“mandatory sinking fund”) and not more than]
$                aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Companies otherwise than through
[if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made
[if applicable, insert — , in the inverse order in which they become due].] 

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this
Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 

[If applicable, insert paragraph regarding subordination of the Security.] 

  
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 [If applicable, insert — The Indenture contains
provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with
certain conditions set forth in the Indenture.] 
 [If the Security is not an Original Issue Discount
Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.] 
 [If the Security is an Original Issue Discount Security,
insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium
and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Companies’ obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of
this series shall terminate.] 
 [If applicable, add – In the event that any Guarantor becomes
obligated to make payments in respect of the Securities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of
whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or
therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the
“Additional Amounts”) as shall be necessary in order that the net amounts received by such Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been
receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: 

(a)      are payable by any person acting as custodian bank or collecting agent on behalf of
such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or 

(b)      are payable by reason of such Holder or beneficial owner having, or having had, some
personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be,
derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or 

(c)      are imposed or withheld by reason of the failure of such Holder or beneficial owner to
provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or


  
 -23- 








 
satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a
reduction in the rate of withholding or deduction of such taxes, or 
 (d)      consist of any
estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or 

(e)      are imposed on or with respect to any payment by the applicable Guarantor to the
registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been
the sole beneficial owner of such Security, or 
 (f)      are deducted or withheld pursuant
to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union
is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or 

(g)      are payable by reason of a change in law or practice that becomes effective more than
30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to such Holders, whichever occurs later, or 

(h)      are payable because this Security was presented to a particular paying agent for
payment if this Security could have been presented to another paying agent without any such withholding or deduction, or 

(i)      are payable for any combination of (a) through (h) above. 

References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional
Amounts which may be payable as set forth in the Indenture. 
 The covenant regarding Additional Amounts will not apply to
any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to either Company any time such Company is incorporated in a jurisdiction outside of the United States.] 

[In addition,] [A]ny amounts to be paid by either Company or any Guarantor on the Securities of this series will be paid net
of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations thereunder or official interpretations thereof, any agreement entered
into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor either Company will be required to pay Additional Amounts on account of any FATCA Withholding. 

  
 -24- 








 [If applicable, add – The Securities of this series may be
redeemed at any time, at either Company’s or the Parent Guarantor’s option, as a whole, but not in part, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the
Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the redemption date, if (i) any change in, or amendment to, the laws,
treaties, regulations or rulings of a Relevant Taxing Jurisdiction (as defined below) or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction) which becomes effective on or after the issue date (any such change or amendment, a “Change in Tax Law”) would require either Company (or if a payment were then due under a Guarantee, the relevant Guarantor) to pay
Additional Amounts and (ii) such obligation cannot be avoided by such Company (or the relevant Guarantor) taking reasonable measures available to it. Additional Amounts are payable by such Company under the circumstances described below under
“—Additional Amounts”; provided, however, that the Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of such Company assigning its obligations under the Securities of
this series to a Substitute Company, unless this assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.] 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Companies or the Guarantors and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Companies and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by the Companies and the Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity and/or security, and the Trustee shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity and/or security. The
foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

  
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 No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Companies, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Companies in any place where the principal of and any premium and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Companies and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of
$               and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the Companies may require payment of a
sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of
this Security for registration of transfer, the Companies, the Guarantors, the Trustee and any agent of the Companies, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Companies, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 SECTION 204.      Form of Legends for Securities. 

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Security
authenticated and delivered hereunder shall bear legends in substantially the following form: 
 [If a Global
Security:] 
 THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

  
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 UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO ANHEUSER-BUSCH COMPANIES, LLC, ANHEUSER-BUSCH
INBEV WORLDWIDE INC. OR THEIR AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

[If a Security that is offered and sold pursuant to Rule 144A or Regulation S under the Securities Act:] 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF (I) IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM SUCH REGISTRATION, (II) WITHIN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, PERSONS OTHER THAN “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (III) OUTSIDE THE UNITED STATES OTHER THAN TO PERSONS WHO ARE U.S. PERSONS IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT. EACH PERSON ACQUIRING AN OWNERSHIP INTEREST IN THIS SECURITY (1) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT EITHER (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
(B) IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S) AND IS OUTSIDE THE UNITED STATES OR (C) IS ACQUIRING SUCH OWNERSHIP INTEREST PURSUANT TO A VALID REGISTRATION STATEMENT OR IN ANOTHER TRANSACTION EXEMPT FROM SUCH REGISTRATION;
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT IN ACCORDANCE WITH THE FOREGOING RESTRICTIONS, AND IN ANY CASE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION; (3) PRIOR TO SUCH TRANSFER, AGREES THAT IT WILL FURNISH TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SECURITY REGISTRAR (OR A SUCCESSOR REGISTRAR, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE SECURITY REGISTRAR AND THE COMPANIES MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
(4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “UNITED STATES”, “U.S. PERSON” AND “OFFSHORE
TRANSACTION” 

  
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HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 

[For all Securities the offer and sale of which is not registered under the Securities Act:] 

THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY
THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. 
 [For all securities issued at an original issue
discount:] 
 THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR FEDERAL INCOME TAX PURPOSES (“OID”). HOLDERS MAY
OBTAIN THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY BY CONTACTING [Name and/or Title], AT [Address and/or Phone Number]. 

SECTION 205.      Form of Trustee’s Certificate of Authentication. 

The Trustee’s certificates of authentication shall be in substantially the following form: 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

as Trustee 

By.............................................. 

Authorized Signatory 

SECTION 206.      Guarantees by Guarantors. 

(a)      Subject to this Indenture and unless provided otherwise under any Board Resolution or
indenture supplement hereto, each Guarantor hereby jointly and severally, irrevocably, fully and unconditionally guarantees to the Trustee and the Holder of any Security issued under this Indenture duly authenticated and delivered by the Trustee,
the due and punctual payment of the principal, and premium, if any, of (including any amount in respect of original issue discount) and interest, if any (together with any Additional Amounts payable pursuant to the terms of any such Security), on
any such Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of any such Security, when and as the same shall become due and payable, whether at Stated
Maturity or upon redemption, repayment or upon declaration of acceleration or otherwise according to the terms of any such Security and of the Indenture. In case of default by the Companies in the payment of any such principal (including any amount
in respect of original issue 

  
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discount), and any premium or interest (together with any Additional Amounts payable pursuant to the terms of any such Security), sinking fund payment, or analogous obligation, each Guarantor
agrees, duly and punctually to pay the same when and as the same shall become due and payable. Each Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety and shall be absolute and unconditional
irrespective of any extension of the time for payment of any such Security, any modification of any such Security, any invalidity, irregularity or unenforceability of any such Security or the Indenture, any failure to enforce the same or any waiver,
modification, consent or indulgence granted to the Companies with respect thereto by the holder of any such Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Companies, any right to require a demand or proceeding first against the Companies, protest or notice
with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Security except by payment in full of the principal of (including any amount
payable in respect of original issue discount), and any premium or interest (together with any Additional Amounts payable pursuant to the terms of any such Security) thereon. 

(b)      Any Guarantee may be represented by a Global Guarantee, by a Guarantee endorsed on the
Securities of the series covered by the Guarantee or by any other means permitted by law. 

(c)      If the Guarantee is to be represented by a Guarantee endorsed on and relating to the
Securities of a particular series authenticated and delivered hereunder, such Guarantee shall, subject to Section 201, Section 208 (in respect of a Subsidiary Guarantee) and Section 211, be in substantially the form set forth below:

 GUARANTEE 

For value received, the undersigned (herein called the “Guarantors”, and each, a “Guarantor” which terms
include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to the Trustee and to each Holder of this
Security, which has been authenticated and delivered by the Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts
payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same
shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and of the Indenture. In case of default by the Companies in the payment of any such
principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or analogous obligation, each Guarantor agrees duly and
punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall
be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any 

  
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invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Companies with
respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of merger or bankruptcy of the Companies, any right to require a demand or proceeding first against the Companies, protest or notice with respect to this Security or the indebtedness evidenced thereby and
all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest
(together with any Additional Amounts payable pursuant to the terms of this Security), thereon. 
 Each Guarantor
irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against each Company with respect to such payment or otherwise
to be reimbursed, indemnified or exonerated by each Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. 

This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of
authentication on this Security shall have been signed by the Trustee. 
 All terms used in this Guarantee which are not
defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed. 
 This
Guarantee is subject to the release upon the terms set forth in the Indenture. 
 This Guarantee is subject to certain
limitations and waivers set forth in the Indenture, as it may be supplemented from time to time. 
 This Guarantee is
governed by and construed in accordance with the laws of the State of New York. 
 IN WITNESS WHEREOF, each of the
undersigned has caused this Guarantee to be signed manually or by facsimile by its duly authorized officer or representative and, if required by applicable law, has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

  

	
	 [GUARANTOR(S)]

	
	 By:
                                         
       

	 Name:

	 Title:       Authorized Officer



 (d)      If a Guarantee is to be represented by a Global
Guarantee, then such Guarantee shall, subject to Section 201, Section 208 (in respect of a Subsidiary Guarantee) and Section 211, be in substantially the form set forth below: 

  
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 GLOBAL GUARANTEE 

For value received, the undersigned (herein called the “Guarantor”, which term includes any successor Person or
Persons under the Indenture, dated as of November 13, 2018, among the Companies, Anheuser-Busch InBev SA/NV, as Parent Guarantor, the Subsidiaries of the Parent Guarantor party thereto from time to time, as Subsidiary Guarantors, and The Bank
of New York Mellon Trust Company, N.A., as Trustee, as the same may be supplemented from time to time (the “Indenture”)), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to the Trustee and to every holder of
the Securities of the Companies issued from time to time pursuant to the Indenture from and after the date of this Global Guarantee to but not including the date on which the Guarantor’s Notice of Revocation becomes effective, as provided
below, which Securities have been authenticated and delivered by the Trustee or its Authenticating Agent, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest
(together with any Additional Amounts payable pursuant to the terms of the Securities), on the Securities and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of
the Securities, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of the Securities, or any one of them, and of the Indenture.

 The total liability of the Guarantor in respect of all Securities issued pursuant to the Indenture shall not at any time
exceed the aggregate principal sum of            U.S. dollars plus interest and other monies (if any) from time to time payable by the Companies in respect thereto. 

In case of default by the Companies in the payment of any such principal (including any amount in respect of original issue
discount), interest (together with any Additional Amounts payable pursuant to the terms of the Securities), sinking fund payment, or analogous obligation, the Guarantor agrees duly and punctually to pay the same. The Guarantor hereby agrees that its
obligations hereunder shall rank pari passu with all its other unsecured and unsubordinated obligations, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for
payment of the Securities, any modification of the Securities, any invalidity, irregularity or unenforceability of the Securities or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the
Companies with respect thereto by the Holder of the Securities or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Companies, any right to require a demand or proceeding first against the Companies, protest or notice with respect to the Securities or the indebtedness
evidenced thereby and all demands whatsoever, and, except as provided in the second succeeding paragraph, covenants that this Global Guarantee will not be discharged as to the Securities, or any one of them, except by payment in full of the
principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of the Securities), thereon. 

The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making
any payment hereunder (i) to be 

  
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subrogated to the rights of a Holder against each Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Companies in respect thereof or (ii) to
receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. 

This Global Guarantee shall be revocable at the sole option of the Guarantor by providing the Trustee with written notice (a
“Notice of Revocation”) of the revocation of this Global Guarantee, which shall become effective on the date specified therein, but in any event no sooner than five Business Days after the date on which such Notice of Revocation shall be
delivered to the Trustee; provided, however, that any revocation of this Global Guarantee will only apply to Securities issued following the date specified in the Notice of Revocation and will not impair or otherwise affect the validity of
the Global Guarantee to the extent relating to the Securities of any series issued prior to the date of the Notice of Revocation. 

All terms used in this Global Guarantee which are not defined herein shall have the meaning assigned to them in the Indenture.

 This Global Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented
from time to time. 
 This Global Guarantee is governed by and construed in accordance with the laws of the State of New
York. 
 (e)      A facsimile of any Global Guarantee may be endorsed on or appended to the
Securities of any series covered by such Guarantee; provided, however, that the failure to endorse the Global Guarantee on or append it to the Securities of a series covered by such Guarantee shall not affect the validity or enforceability of
such Guarantee, which shall remain in full force and effect with respect to all Securities of that series. A Global Guarantee shall be effective with respect to the Securities of a series issued after such Global Guarantee is delivered (and before
such Global Guarantee is revoked pursuant to a Notice of Revocation) even if the Guarantor has not received notice of or otherwise approved the issuance thereof by Supplemental Indenture or otherwise. 

SECTION 207.      Additional Guarantees. 

The form and terms of any Guarantee by any subsequent Subsidiary Guarantor, including any applicable legal, regulatory or
contractual restrictions, shall be specified in an indenture supplement hereto pursuant to Section 901(2) and may be changed for any such series of Securities as provided in the applicable indenture supplement. 

SECTION 208.      Release of Guarantee. 

Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary
Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, in the event that (i) (for so long as any commitments remain outstanding under the 2010 Senior Facilities Agreement) at
substantially the same time as its Guarantee of the Securities is terminated, the relevant Guarantor is, or has been, released from its guarantee of the 2010 Senior Facility Agreement or is no longer a guarantor under the 2010 Senior Facility
Agreement and (ii) the aggregate amount of indebtedness for borrowed money for which the relevant 

  
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Subsidiary Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most
recent publicly released interim or annual consolidated financial statements. For purposes of this clause, the amount of a Subsidiary Guarantor’s indebtedness for borrowed money shall not include (A) any Securities issued under this
Indenture, the January 2009 Indenture, the October 2009 Indenture, the January 2013 Indenture, the January 2016 Indenture, the December 2016 Indenture, the May 2017 Indenture or the April 2018 Indenture, (B) any other debt the terms of which
permit the termination of the Subsidiary Guarantor’s guarantee of such debt under similar circumstances, as long as such Subsidiary Guarantor’s obligations in respect of such other debt are terminated at substantially the same time as its
guarantee of the relevant series of Securities in respect of which its Subsidiary Guarantee is being terminated, and (C) any debt that is being refinanced at substantially the same time that the Subsidiary Guarantee of the relevant series of
Securities in respect of which its Subsidiary Guarantee is being terminated, provided that any obligations of the Subsidiary Guarantor in respect of the debt that is incurred in the refinancing shall be included in the calculation of the
Subsidiary Guarantor’s indebtedness for borrowed money. If no commitments remain outstanding under the 2010 Senior Facility Agreement, a Subsidiary Guarantor shall be entitled to terminate its Subsidiary Guarantee solely upon compliance with
the conditions set out in clause (iii) above. Upon the occurrence of the foregoing, upon delivery of an Officer’s Certificate of the Parent Guarantor confirming such conditions are satisfied, the Trustee shall execute any documents
reasonably requested by the Parent Guarantor in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee. 

Any Subsidiary Guarantor with limitations on its Guarantee pursuant to Section 209 will automatically and unconditionally
be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, and the Trustee shall execute any documents reasonably requested by the
Parent Guarantor in order to evidence such release, discharge and termination, with respect to any or all series of Securities issued under this Indenture, in the event that the Parent Guarantor determines that under the rules, regulations or
interpretations of the Commission such Subsidiary Guarantor would be required to include its financial statements in any registration statement filed with the Commission with respect to Securities or Guarantees issued hereunder or in periodic
reports filed with or furnished to the Commission (by reason of such limitations or otherwise).       

Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary
Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, and the Trustee shall execute any documents reasonably requested by the Parent Guarantor in order to evidence such release,
discharge and termination, in the event the Subsidiary Guarantor is no longer a Subsidiary of the Parent Guarantor or disposes of all or substantially all of its assets to a Person who is not a Subsidiary of the Parent Guarantor. 

SECTION 209.      Limitations on Guarantees. 

Further, certain of the Guarantees are subject to legal, regulatory or contractual limitations, as specified below or as may
be provided in an indenture supplemental hereto by which a Subsidiary Guarantor may accede to this Indenture. Each such Subsidiary Guarantor shall be entitled to amend or modify by execution of an indenture


  
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supplemental hereto the terms of its Guarantee or the limitations applicable to its Guarantee, as set forth in this Section 209, in any respect reasonably deemed necessary by such Subsidiary
Guarantor to meet the requirements of Rule 3-10 under Regulation S-X under the Securities Act (or any successor or similar regulation or exemption) in order for
financial statements of such Subsidiary Guarantor not to be required to be included in any registration statement or in periodic reports filed with or furnished to the Commission. 

(a)      In respect of any Guarantee provided from time to time by Brandbrew (the
“Brandbrew Guarantee”): 
 (1)      notwithstanding anything to the
contrary in the Brandbrew Guarantee, the maximum aggregate liability of Brandbrew under such Brandbrew Guarantee, together with any actual or contingent liabilities as a guarantor under the Other Guaranteed Facilities, shall not exceed an amount
equal to the aggregate of (without double counting): 
 (A)      the
aggregate amount of all moneys received by Brandbrew and its Subsidiaries as a borrower or issuer under the Other Guaranteed Facilities; 

(B)      the aggregate amount of all outstanding intercompany loans made to
Brandbrew and its Subsidiaries by other members of the Anheuser-Busch InBev Group which have been directly or indirectly funded using the proceeds of borrowings under this Indenture or the Other Guaranteed Facilities; and 

(C)      an amount equal to 100% of the greater of: 

(i)      the sum of (x) Brandbrew’s own capital (capitaux
propres) (as referred to by article 34 of the Luxembourg law dated December 19, 2002 on the commercial register and annual accounts, as amended (the “Luxembourg Law of 2002”) and as implemented by the Grand-Ducal regulation dated
December 18, 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account (the “Luxembourg Regulation”)) as reflected in Brandbrew’s then most recent annual accounts approved by the
competent organ of Brandbrew (as audited by its statutory auditor (réviseur d’entreprises agréé), if required by law) at the date an enforcement is made under the Brandbrew Guarantee and (y) any amounts owed by
Brandbrew to any other member of the Anheuser-Busch InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under this Indenture or the Other Guaranteed Facilities; and 

(ii)      the sum of (x) Brandbrew’s own capital (capitaux
propres) (as referred to by article 34 of the Luxembourg Law of 2002 and as implemented by the Luxembourg Regulation) as reflected in its most recent annual accounts as of the date of this Indenture and (y) any amounts owed by Brandbrew to
any other 

  
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member of the Anheuser-Busch InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under this Indenture or the Other Guaranteed Facilities; 

(2)      for the avoidance of doubt, the limitation referred to in paragraph
(1) above shall not apply to the guarantee by Brandbrew of any obligations owed by its Subsidiaries under any Other Guaranteed Facilities; 

(3)      in addition to the limitation referred to in paragraph (1) above,
the obligations and liabilities of Brandbrew under this Indenture or under any Other Guaranteed Facilities shall not include any obligation which, if incurred, would constitute a breach of the provisions on unlawful financial assistance as contained
in article 430-19 of the Luxembourg Law on Commercial Companies dated August 10, 1915, as amended, to the extent such or an equivalent provision is applicable to Brandbrew; and 

(4)      Brandbrew hereby expressly accepts and confirms, for the purposes of
article 1281 of the Luxembourg civil code, that notwithstanding any novation permitted under, and made in accordance with the provisions of this Indenture, the Brandbrew Guarantee shall be preserved for the benefit of any new Holder. 

(b)      In respect of any Guarantee provided from time to time by Brandbev (the “Brandbev
Guarantee”): 
 (1)      notwithstanding anything to the contrary in the
Brandbev Guarantee, the maximum aggregate liability of Brandbev under such Brandbev Guarantee, together with any actual or contingent liabilities as a guarantor under the Other Guaranteed Facilities, shall not exceed an amount equal to the aggregate
of (without double counting): 
 (A)      the aggregate amount of all moneys
received by Brandbev and its Subsidiaries as a borrower or issuer under the Other Guaranteed Facilities; 

(B)      the aggregate amount of all outstanding intercompany loans made to
Brandbev and its Subsidiaries by other members of the Anheuser-Busch InBev Group which have been directly or indirectly funded using the proceeds of borrowings under this Indenture or the Other Guaranteed Facilities; and 

(C)      an amount equal to 100% of the greater of: 

(i)      the sum of (x) Brandbev’s own capital (capitaux
propres) (as referred to by article 34 of the Luxembourg Law of 2002 and as implemented by the Luxembourg Regulation) as reflected in Brandbev’s then most recent annual accounts approved by the competent organ of Brandbev (as audited by its
statutory auditor (réviseur d’entreprises agréé), if required by law) at the date an enforcement is made under the Brandbev 

  
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Guarantee and (y) any amounts owed by Brandbev to any other member of the Anheuser-Busch InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings
under this Indenture or the Other Guaranteed Facilities; and 
 (ii)      the
sum of (x) Brandbev’s own capital (capitaux propres) (as referred to by article 34 of the Luxembourg Law of 2002 and as implemented by the Luxembourg Regulation) as reflected in its most recent annual accounts as of the date of this
Indenture and (y) any amounts owed by Brandbev to any other member of the Anheuser-Busch InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under this Indenture or the Other Guaranteed Facilities;

 (2)      for the avoidance of doubt, the limitation referred to in
paragraph (1) above shall not apply to the guarantee by Brandbev of any obligations owed by its Subsidiaries under any Other Guaranteed Facilities; 

(3)      in addition to the limitation referred to in paragraph (1) above,
the obligations and liabilities of Brandbev under this Indenture or under any Other Guaranteed Facilities shall not include the guarantee of any amount if and to the extent the granting of such guarantee for such amounts would constitute unlawful
financial assistance in violation of article 1500-7 of the Luxembourg Law on Commercial Companies dated August 10, 1915, as amended; and 

(4)      Brandbev hereby expressly accepts and confirms, for the purposes of
article 1281 of the Luxembourg civil code, that notwithstanding any novation permitted under, and made in accordance with the provisions of this Indenture, the Brandbev Guarantee shall be preserved for the benefit of any new Holder. 

(c)      For the purpose of this Section 209, “Other Guaranteed Facilities”
means: 
 (1)      any debt securities issued by Anheuser-Busch Companies, LLC
under any of the following indentures: 
 (A)      the Indenture, dated
August 1, 1995, between Anheuser-Busch Companies, LLC (formerly known as Anheuser-Busch Companies, Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to Chemical Bank), as trustee; 

(B)      the Indenture, dated July 1, 2001, between Anheuser-Busch
Companies, LLC (formerly known as Anheuser-Busch Companies, Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee; and 

(C)      the Indenture, dated October 1, 2007, between Anheuser-Busch
Companies, LLC (formerly known as Anheuser-Busch Companies, Inc.) and The Bank of New York Mellon Trust Company, 

  
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N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee; 

(2)      the 2010 Senior Facilities Agreement; 

(3)      any debt securities issued or guaranteed by Brandbrew, Brandbev or the
Parent Guarantor under the €15,000,000,000 Euro Medium Term Note Programme originally entered into on January 16, 2009; 

(4)      any debt securities issued or guaranteed by Brandbrew, Brandbev or the
Parent Guarantor under the €40,000,000,000 Euro Medium Term Note Programme originally entered into on December 6, 2016; 

(5)      any debt securities issued or guaranteed by Brandbrew, Brandbev or the
Parent Guarantor under the €40,000,000,000 Euro Medium Term Note Programme originally entered into on December 20, 2017; 

(6)      any debt securities guaranteed by Brandbrew or Brandbev under the
January 2009 Indenture; 
 (7)      any debt securities guaranteed by
Brandbrew or Brandbev under the October 2009 Indenture; 
 (8)      any debt
securities guaranteed by Brandbrew or Brandbev under the U.S. Commercial Paper Program of short-term notes due up to a maximum of 364 days from the date of issue issued by ABIWW pursuant to dealer agreements, an issuing and paying agency agreement,
the master note, guarantees and private placement memoranda, each dated on or around June 6, 2011, as amended and restated on or around August 20, 2014; 

(9)      any debt securities guaranteed by Brandbrew or Brandbev under the
January 2013 Indenture; 
 (10)      any debt securities guaranteed by
Brandbrew or Brandbev under the January 2016 Indenture; 
 (11)      any debt
securities guaranteed by Brandbrew or Brandbev under the December 2016 Indenture; 

(12)      any debt securities guaranteed by Brandbrew or Brandbev under the May
2017 Indenture; 
 (13)       any debt securities guaranteed by Brandbrew or
Brandbev under the April 2018 Indenture; 
 (14)      any other debt
securities guaranteed by Brandbrew or Brandbev under this Indenture; and 

(15)      any refinancing (in whole or part) of any of the above items or the
Base Indenture for the same or a lower amount. 

  
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 SECTION 210.      CUSIP Numbers. 

The Companies in issuing any series of the Securities may use CUSIP numbers, if then generally in use, and thereafter with
respect to such series, the Trustee may use such numbers in any notice of redemption or exchange with respect to such series provided that any such notice may state that no representation is made as to the correctness of such numbers either
as printed on the Securities or as contained in any notice of a redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Companies will promptly notify the Trustee in writing of any change in the CUSIP numbers. 
 SECTION
211.      Non-Impairment. 
 The absence of an
endorsement of a Guarantee on any Security and the lack of evidence of any guarantee of each Security by a written instrument other than this Indenture shall not affect or impair the validity of such Guarantee. 

ARTICLE THREE 
 THE
SECURITIES 
 SECTION 301.      Amount Unlimited; Issuable in Series. 

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and,
subject to Section 303, set forth, or determined in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 

(1)      the title of the Securities of the series (which shall distinguish the
Securities of the series from Securities of any other series); 
 (2)      any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 

(3)      the Person to whom any interest on a Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 

(4)      the date or dates on which the principal of any Securities of the
series is payable; 

  
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 (5)      the rate or rates at which
any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any such interest payable
on any Interest Payment Date; 
 (6)      the place or places where the
principal of and any premium and interest on any Securities of the series shall be payable; 

(7)      the period or periods within which, the price or prices at which and
the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Companies and, if other than by a Board Resolution, the manner in which any election by the Companies to redeem the
Securities shall be evidenced; 
 (8)      the obligation, if any, of the
Companies to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

(9)      if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Securities of the series shall be issuable; 

(10)      if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; 

(11)      if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any
purpose, including for purposes of the definition of “Outstanding” in Section 101; 

(12)      if the principal of or any premium or interest on any Securities of
the series is to be payable, at the election of the Companies or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units
in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or
the manner in which such amount shall be determined); 
 (13)      if other
than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 

(14)      if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal 

  
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amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the
Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); 

(15)      if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Companies to defease such Securities shall be
evidenced; 
 (16)      if applicable, that any Securities of the series shall
be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to
or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in
part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 

(17)      any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502; 

(18)      any addition to or change in the covenants set forth in Article Ten
which applies to Securities of the series; and 
 (19)      any other terms of
the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). 

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto.

 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an Assistant Secretary or other authorized officer or person of each Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting
forth the terms of the series. 
 All Securities of any one series need not be issued at the same time and, unless otherwise
so provided by the Companies, a series may be reopened for issuances of additional Securities of such series with identical terms and conditions (other than the 

  
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issue date, issue price and, if applicable, initial interest accrual date and first Interest Payment Date). 

SECTION 302.      Denominations. 

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as
shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. 
 SECTION 303.      Execution, Authentication, Delivery and Dating. 

The Securities shall be executed on behalf of each Company by its Chairman of the Board, its President, one of its Vice
Presidents or any other person authorized by its Board of Directors to execute Securities, and any Guarantees to be endorsed on the Securities of a particular series shall be executed on behalf of the applicable Guarantor by an authorized officer or
person, in each case under such entity’s corporate seal if required by applicable law, reproduced thereon. The signature of any of these officers or persons on the Securities or Guarantees may be manual or facsimile. 

Any Global Guarantee shall be executed and delivered on behalf of the applicable Guarantor by an authorized officer or person,
under its corporate seal if required by applicable law, reproduced thereon. The signature of any of these officers or persons on the Global Guarantee may be manual or facsimile. A facsimile of any Global Guarantee may (but need not) be appended to
each Security covered by such Global Guarantee. 
 Securities or Guarantees bearing the manual or facsimile signatures of
individuals who were at any time the proper officers or authorized representatives of either Company or a Guarantor, as applicable, shall bind such Company and the applicable Guarantor, as applicable, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Companies may deliver Securities of
any series executed by the Companies and, if applicable, endorsed with any Guarantees of the Securities of such series or with a facsimile of any Global Guarantees relating to the Securities of such series appended, in each case, to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any Guarantees endorsed thereon or
appended thereto. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, 

  
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 (1)      if the form of such
Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; 

(2)      if the terms of such Securities have been established by or pursuant to
Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; 

(3)      that such Securities have been duly executed and, when authenticated
and delivered by the Trustee and issued by the Companies in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Companies enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and 

(4)      that such Guarantees have been duly executed and, when the Securities
on which they shall have been endorsed or to which facsimiles thereof have been appended shall have been authenticated and delivered by the Trustee and issued by the Companies in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of each Guarantor thereof enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles and provided that such Opinion of Counsel need not express any opinion on financial assistance or the consequences thereof. 

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at
or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 

Each Security shall be dated the date of its authentication. 

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Companies, and the Companies shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for 

  
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all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any
Guarantee endorsed thereon on behalf of the Guarantors that have not executed a Global Guarantee; provided, however, that a Guarantee shall not be deemed delivered if pursuant to Section 301 the Security is originally issued
without a Guarantee; if the Guarantee is thereafter attached pursuant to an order of a Guarantor, then after authentication of the corresponding Guarantee, the corresponding Guarantee shall be deemed delivered. The Trustee, in accordance with the
Company Order and order of the applicable Guarantor, shall authenticate the Guarantee and deliver such Securities. 
 SECTION
304.      Temporary Securities. 
 Pending the preparation of definitive Securities of
any series, the Companies may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which may have endorsed thereon or appended thereto Guarantees duly executed by the applicable Guarantors, which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 

If temporary Securities of any series are issued, the Companies will cause definitive Securities, which may have endorsed
thereon or appended thereto Guarantees duly executed by the applicable Guarantors of that series, to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series, having endorsed thereon or appended thereto the Guarantees duly executed by the Guarantors, upon surrender of the temporary Securities of such series at the office or agency of the Companies
in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Companies shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, which may have endorsed thereon or appended thereto Guarantees duly executed by the applicable Guarantors, of any authorized denominations and of like tenor and aggregate principal
amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. 

SECTION 305.      Registration, Registration of Transfer and Exchange. 

(a)      Registration, Restriction of Transfer and Exchange, Generally. The
Companies shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Companies in a Place of Payment being herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Companies shall provide for the registration of Securities and of transfers of Securities. The Trustee is


  
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hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Companies in a Place of
Payment for that series, the Companies shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of like tenor and aggregate principal
amount, and having endorsed thereon or appended thereto any Guarantees which were endorsed on or appended to the Securities so surrendered. 

Subject to this Section 305(a) and Section 305(b), at the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Companies shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon or appended thereto any Guarantees which
were endorsed on or appended to the Securities so surrendered. 
 All Securities and any Guarantees endorsed thereon or
appended thereto issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companies and the Guarantors, as applicable, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such registration of transfer or exchange. 
 Every Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Companies or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Companies, the Parent Guarantor and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. 
 No service charge shall be
made for any registration of transfer or exchange of Securities, but the Companies may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. 
 If the
Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Companies shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified
tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of
business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 

(1)      Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Security or a 

  
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nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

 (2)      Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof
unless (A) such Depositary (i) has notified the Companies that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such Global Security, or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 301. 
 (3)      Subject to clause
(2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such
Global Security shall direct. 
 (4)      Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the
form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 

(b)      Certain Transfers and Exchanges. Notwithstanding any other provision of this
Indenture or the Securities, transfers and exchanges of Securities and beneficial interests in a Global Security of the kinds specified in this Section 305(b) shall be made only in accordance with this Section 305(b). 

(1)      Transfer and Exchange of Beneficial Interests in Global Securities.
The transfer and exchange of beneficial interests in Global Securities will be effected through the applicable Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Securities will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in Global Securities also will require compliance with either
subparagraph (A) or (B) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(A)      Transfer of Beneficial Interests in the Same Global Security.
Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth
in the applicable legends provided thereon; provided, however, that transfers of beneficial interests in the Global Security issued pursuant to Regulation S under the Securities Act may not be made to a U.S. Person or for the account or
benefit of a U.S. 

  
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Person prior to the expiration of the 40-day “Distribution Compliance Period” under Regulation S, unless such person is a “Distributor”
as defined in Rule 902 under the Securities Act. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written
orders or instructions shall be required to be delivered to the Security Registrar to effect the transfers described in this Section 305(b)(1)(A). 

(B)      All Other Transfers and Exchanges of Beneficial Interests in Global
Securities. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 305(b)(1)(A) above, the transferor of such beneficial interest must deliver to the Security Registrar both (i) a written
order from a Participant or an Indirect Participant given to the applicable Depositary in accordance with the Applicable Procedures directing the applicable Depositary to credit or cause to be credited a beneficial interest in another Global
Security in an amount equal to the beneficial interest to be transferred or exchanged, and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such
increase. 
 (C)      Transfer of Beneficial Interests to Another
Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies
with the requirements of Section 305(a) above and the Security Registrar receives the following: 

(i)      if the transferee will take delivery in the form of a beneficial
interest in a Global Security offered and sold pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Annex A hereto, including the certifications in item (1) thereof; and 

(ii)      if the transferee will take delivery in the form of a beneficial
interest in a Global Security offered and sold pursuant to Regulation S under the Securities Act, then the transferor must deliver a certificate in the form of Annex A hereto, including the certifications in item (2) thereof. 

(D)      Transfer and Exchange of Beneficial Interests in a Restricted Global
Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 305(a) above and the Security Registrar receives the following:
(i) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a 

  
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beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Annex B hereto, including the certifications in item (1)(a) thereof; or (ii) if
the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate
from such holder in the form of Annex A hereto, including the appropriate certifications in item (3) thereof; and, in each such case, if the Companies so request or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Companies to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the applicable legends provided thereon are no longer required
in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to clause
(D) above at a time when an Unrestricted Global Security has not yet been issued, the Companies shall issue and, upon receipt of a Company Order in accordance with Section 303 hereof, the Trustee shall authenticate one or more Unrestricted
Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to clause (3) above. 

Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Security. 

(2)      Transfer or Exchange of Beneficial Interests for Certificated
Securities. If any one of the events listed in Section 305(a) has occurred or the Companies has elected to cause the issuance of certificated Securities, transfers or exchanges of beneficial interests in a Global Security for a certificated
Security shall be effected, subject to the satisfaction of the conditions set forth in the applicable subclauses of this Section 305(b)(2). 

(A)      Beneficial Interests in Restricted Global Securities to Restricted
Certificated Securities. If any holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Certificated Security or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Restricted Certificated Security, then, upon receipt by the Security Registrar of the following documentation: 

(i)      if the holder of such beneficial interest in a Restricted Global
Security proposes to exchange such beneficial interest for a Restricted Certificated Security, a certificate from such holder in the form of Annex B hereto, including the certifications in item (2)(a) thereof; 

(ii)      if such beneficial interest is being transferred to a qualified
institutional buyer in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Annex A hereto, including the certifications in item (1) thereof; 

  
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 (iii)      if such beneficial
interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Annex A hereto,
including the certifications in item (2) thereof; 
 (iv)      if such
beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Annex A hereto,
including the certifications in item (3)(a) thereof; and 
 (v)      if
such beneficial interest is being transferred to the Companies or any of its Subsidiaries, a certificate to the effect set forth in Annex A hereto, including the certifications in item (4) thereof; 

the Trustee shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant
to Section 305(c) hereof, and the Companies shall execute and upon receipt of a Company Order the Trustee shall authenticate and deliver to the Person designated in the instructions a Certificated Security in the appropriate principal amount.
If any Guarantees were endorsed on or appended to the applicable Global Security, then such Guarantees (or facsimiles thereof) shall be endorsed on or appended to the Certificated Security. Any Certificated Security issued in exchange for a
beneficial interest in a Restricted Global Security pursuant to this Section 305(b)(2) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Security Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Certificated Securities to the Persons in whose names such Securities are so registered. Any Certificated
Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 305(b)(2) shall bear the appropriate legends and shall be subject to all restrictions on transfer contained therein. 

(B)      Beneficial Interests in Restricted Global Securities to
Unrestricted Certificated Securities. A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Certificated Security or may transfer such beneficial interest to a Person who
takes delivery thereof in the form of an Unrestricted Certificated Security only if: 

(i)      such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Annex A hereto, including the certifications in item (3)(a) thereof; or 

(ii)      the Security Registrar receives the following: 

  
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 (a)      if the holder of such
beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Certificated Security, a certificate from such holder in the form of Annex B hereto, including the certifications in
item (1)(b) thereof; or 
 (b)      if the holder of such beneficial
interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Security, a certificate from such holder in the form of Annex A
hereto, including the appropriate certifications in item (3) thereof; 
 and, in each such case set forth in this
subparagraph (ii), if the Companies so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Companies to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the appropriate legends are no longer required in order to maintain compliance with the Securities Act. 

(C)      Beneficial Interests in Unrestricted Global Securities to
Unrestricted Certificated Securities. If any holder of a beneficial interest in an Unrestricted Global Security proposes to exchange such beneficial interest for a Certificated Security or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Certificated Security, then, upon satisfaction of the conditions set forth in Section 305(b)(1)(B) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Security to be
reduced accordingly pursuant to Section 305(c) hereof, and the Companies will execute and upon receipt of a Company Order the Trustee will authenticate and deliver to the Person designated in the instructions a Certificated Security in the
appropriate principal amount. Any Certificated Security issued in exchange for a beneficial interest pursuant to this Section 305(b)(2)(C) will be registered in such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest requests through instructions to the Security Registrar from or through the applicable Depositary and the Participant or Indirect Participant. The Trustee will deliver such Certificated Securities to the Persons in
whose names such Securities are so registered. Any Certificated Security issued in exchange for a beneficial interest pursuant to this Section 305(b)(2)(C) will not bear a Restricted Certificated Security legend. 

(3)      Transfer and Exchange of Certificated Securities for Beneficial
Interests. 

  
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 (A)      Restricted
Certificated Securities to Beneficial Interests in Restricted Global Securities. If any Holder of a Restricted Certificated Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such
Restricted Certificated Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Security Registrar of the following documentation: 

(i)      if the Holder of such Restricted Certificated Security proposes to
exchange such Security for a beneficial interest in a Restricted Global Security, a certificate from such Holder in the form of Annex B hereto, including the certifications in item (2)(b) thereof; 

(ii)      if such Restricted Certificated Security is being transferred to a
qualified institutional buyer in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Annex A hereto, including the certifications in item (1) thereof; 

(iii)      if such Restricted Certificated Security is being transferred to a non-U.S. Person (as defined in Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Annex A
hereto, including the certifications in item (2) thereof; and 

(iv)      if such Restricted Certificated Security is being transferred to the
Companies or any of its Subsidiaries, a certificate to the effect set forth in Annex A hereto, including the certifications in item (4) thereof; 

the Trustee will cancel the Restricted Certificated Security, increase or cause to be increased the aggregate principal
amount of, in the case of clause (i) above, the appropriate Restricted Global Security, in the case of clause (ii) above, the Global Security offered and sold pursuant to Rule 144A under the Securities Act, and in the case of clause
(iii) above, the Global Security offered and sold pursuant to Regulation S under the Securities Act. 

(B)      Restricted Certificated Securities to Beneficial Interests in
Unrestricted Global Securities. A Holder of a Restricted Global Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Global Security to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Security only if: 

(i)      if such Restricted Certificated Security is being transferred pursuant
to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, 

  
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a certificate to the effect set forth in Annex A hereto, including the certifications in item (3)(a) thereof; or 

(ii)      the Security Registrar receives: (A) if the Holder of such
Restricted Certificated Security proposes to exchange such Restricted Certificated Security for a beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Annex B hereto,
including the certifications in item (1)(c) thereof, or (B) if the Holder of such Restricted Certificated Security proposes to transfer such Restricted Certificated Security to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Annex A hereto, including the appropriate certifications in item (3) thereof, and, in each such case, if the
Companies so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Companies to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the applicable legends are no longer required in order to maintain compliance with the Securities Act. 

Upon satisfaction of the conditions of any of the subparagraphs in this Section 305(b)(3)(B), the
Trustee will cancel the Certificated Security and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security. 

(C)      Unrestricted Certificated Securities to Beneficial Interests in
Unrestricted Global Securities. A Holder of an Unrestricted Certificated Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Certificated Security to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Certificated Security and increase
or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. 
 If
any such exchange or transfer from a Certificated Security to a beneficial interest is effected pursuant to subparagraphs (c) above at a time when an Unrestricted Global Security has not yet been issued, the Companies will issue and, upon
receipt of a Company Order, the Trustee will authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of Certificated Securities so transferred. 

(4)      Transfer and Exchange of Certificated Securities for Certificated
Securities. Upon request by a Holder of Certificated Securities and such Holder’s compliance with the provisions of this Section 305(b)(4), the Security Registrar will register the transfer or exchange of Certificated Securities. Prior
to such registration of transfer or exchange, the requesting Holder must present or 

  
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surrender to the Security Registrar the Certificated Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by
such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this
Section 305(b)(4). 
 (A)      Restricted Certificated Securities to
Restricted Certificated Securities. Any Restricted Certificated Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Certificated Security if the Security Registrar receives
the following: 
 (i)      if the transfer will be made pursuant to
Rule 144A under the Securities Act, a certificate in the form of Annex A hereto, including the certifications in item (1) thereof; 

(ii)      if the transfer will be made pursuant to Rule 903 or
Rule 904 under the Securities Act, a certificate in the form of Annex A hereto, including the certifications in item (2) thereof; and 

(iii)      if the transfer will be made pursuant to any other exemption from
the registration requirements of the Securities Act, a certificate in the form of Annex A hereto, including the certifications required by item (3) thereof. 

(B)      Restricted Certificated Securities to Unrestricted Certificated
Securities. Any Restricted Certificated Security may be exchanged by the Holder thereof for an Unrestricted Certificated Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Certificated
Security if the Security Registrar receives: (i) if the Holder of such Restricted Certificated Security proposes to exchange such Security for an Unrestricted Certificated Security, a certificate from such Holder in the form of Annex B
hereto, including the certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Certificated Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of an Unrestricted
Certificated Security, a certificate from such Holder in the form of Annex A hereto, including the appropriate certifications in item (3) thereof; and, in each such case, if the Security Registrar so requests, an Opinion of Counsel in
form reasonably acceptable to the Security Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the appropriate legends are no longer required
in order to maintain compliance with the Securities Act. 

(C)      Unrestricted Certificated Securities to Unrestricted Certificated
Securities. A Holder of Unrestricted Certificated Securities may transfer such Securities to a Person who takes delivery thereof in the form of an Unrestricted Certificated Security. Upon receipt of a request


  
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to register such a transfer, the Security Registrar shall register the Unrestricted Certificated Securities pursuant to the instructions from the Holder thereof. 

(c)      Cancellation and/or Adjustment of Global Securities. At such time as all
beneficial interests in a particular Global Security have been exchanged for Certificated Securities or a particular Certificated Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security will be
returned to or retained and canceled by the Trustee in accordance with Section 309 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Security or for Certificated Securities, the principal amount of Securities represented by such Global Security will be reduced accordingly and an endorsement will be made on
such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Security, such other Global Security will be increased accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase. 
 (d)      The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Security (including any transfers between or among
Participants or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 SECTION
306.      Mutilated, Destroyed, Lost and Stolen Securities. 
 If any mutilated
Security is surrendered to the Trustee, the Companies shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 
 If there shall be delivered to the Companies and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them, the Guarantors and any agent of either of them harmless, then, in the absence of notice to the
Companies or the Trustee that such Security has been acquired by a bona fide purchaser, the Companies shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Companies in their discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section, the Companies may require the payment of a sum sufficient to cover
any tax or other governmental charge 

  
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that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Companies and the Guarantors, respectively, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
 The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

SECTION 307.      Payment of Interest; Interest Rights Preserved. 

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any
Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. 
 Any interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Companies, at their election in each case, as provided in clause (1) or (2) below: 

(1)      The Companies may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Companies shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Companies shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Companies of such Special Record Date
and, in the name and at the expense of the Companies, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in
Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so 

  
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mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the following clause (2). 

(2)      The Companies may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the
Companies to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

SECTION 308.      Persons Deemed Owners. 

Prior to due presentment of a Security for registration of transfer, the Companies, the Parent Guarantor, the Trustee and any
agent of the Companies, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307)
any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Companies, the Guarantors, the Trustee nor any agent of the Companies, the Guarantors or the Trustee shall be affected by
notice to the contrary. 
 No holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Companies, the Parent Guarantor, the Trustee and any agent of the Companies, the Guarantors or the Trustee as the owner of
such Global Security for all purposes whatsoever. None of the Companies, the Guarantors, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

SECTION 309.      Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. Either Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which either Company or any Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Companies have not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided
in this 

  
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Section, except as expressly permitted by this Indenture. The Trustee shall dispose of all cancelled Securities in accordance with its customary procedures. 

SECTION 310.      Computation of Interest. 

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of
each series shall be computed on the basis of a 360-day year of twelve 30-day months. 

SECTION 311. Co-Obligation of the Companies 

(a)      Each Company hereby fully, unconditionally and irrevocably assumes and agrees to
perform and discharge, jointly and severally with the other Company, as applicable, the due and punctual payment of the principal of and any premium and interest (including additional amounts, if any, pursuant to Section 1009 hereof
(“Additional Amounts”)) on all of the Securities on the dates and in the manner provided in this Indenture and in the Securities, and the due performance and observance of every covenant of this Indenture on the part of such other Company,
as the case may be, to be performed or observed and to be subject, jointly and severally with such Company, as the case may be, to the provisions of Article Five of this Indenture. 

(b)      The obligations of each Company as co-obligor
hereunder are primary and not merely those of a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, an invalidity, irregularity or unenforceability of any Security or this Indenture, any failure to enforce
the provisions of any Security or this Indenture, or any waiver, modification or indulgence granted to either Company with respect thereto, by the Holder of any Security or the Trustee, or any other circumstance which may otherwise constitute a
legal or equitable discharge of a co-obligor, surety or guarantor; provided however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of each
Company, increase the principal amount of any Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof. Each Company hereby waives diligence, presentment, demand of payment, any right to require a
proceeding first against the other Company, as applicable, protest or notice and all demands whatsoever with respect to the Securities or the indebtedness evidenced thereby, and covenants that the
co-obligation hereunder will not be discharged as to this Indenture or the Securities except in accordance with Article Four of this Indenture. Each Company shall be subrogated to all rights of the Holder of a
Security of a series against the other Company, as applicable, in respect of any amounts paid to such Holder by such Company pursuant to the provisions of this Indenture; provided, however, that each Company shall not be entitled to enforce,
or to receive any payments arising out of or based upon, such right of subrogation or any right of contribution until the principal of and any premium and interest (including Additional Amounts) on all of the Securities of the same series issued
under this Indenture shall have been paid in full. Each Company hereby agrees that any notice given to the other Company, as the case may be, pursuant to the terms of this Indenture shall be deemed given to such Company. 

ARTICLE FOUR 

SATISFACTION AND DISCHARGE 

  
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 SECTION 401.      Satisfaction and Discharge of Indenture.

 This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Companies, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(1)      either 

(A)      all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in
trust by either Company or a Guarantor and thereafter repaid to such Company or that Guarantor or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 

(B)      all such Securities not theretofore delivered to the Trustee for
cancellation 
 (i)      have become due and payable, or 

(ii)      will become due and payable at their Stated Maturity within one year,
or 
 (iii)      are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companies, 

and either Company or a Guarantor, as the case may be, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal
and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

(2)      either Company or a Guarantor, as the case may be, has paid or caused
to be paid all other sums payable hereunder by the Companies; and 

(3)      the Companies have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Companies and the Guarantors to the
Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this 

  
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Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. 

SECTION 402.      Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and Guarantees and this Indenture, to the payment, either directly or through any Guarantor (including either Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 

ARTICLE FIVE 

REMEDIES 
 SECTION
501.      Events of Default. 
 “Event of Default”, wherever used herein with
respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body): 

(1)      default in the payment of any interest upon any Security of that series
when it becomes due and payable, and continuance of such default for a period of 30 days; or 

(2)      default in the payment of the principal of or any premium on any
Security of that series at its Maturity; provided that to the extent any such failure to pay principal or premium is caused by a technical or administrative error, delay in processing payments or event beyond the control of either Company or
a Guarantor, no Event of Default shall occur for three days following such failure to pay; provided further that in the case of any redemption payment, no Event of Default shall occur for 30 days following a failure to make such payment; or

 (3)      default in the performance or observance of any other material
obligation of the Companies or a Guarantor under any Security or any Guarantee applicable to such Security, including any material covenant or warranty in this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default for a period of 90 days
after there has been given, by registered or certified mail, to the Companies and the Parent Guarantor by the Trustee or to the Companies, the Parent Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

  
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 (4)      a default with respect to
any obligation for the payment or repayment under any bond, debenture, note or other evidence of indebtedness for money borrowed by either Company or a Guarantor having an aggregate principal amount outstanding of at least €100,000,000 (or its
equivalent in any other currency) that shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been
discharged, or such acceleration having been rescinded or annulled within 30 days; or 

(5)      the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of either Company, the Parent Guarantor or a Guarantor that is a Significant Subsidiary of the Parent Guarantor in an involuntary case or proceeding under the applicable laws of their respective jurisdictions of
organization or incorporation relating to bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging either Company, the Parent Guarantor or a Guarantor that is a Significant Subsidiary of the Parent
Guarantor as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of such Company, the Parent Guarantor or the applicable Guarantor under the applicable laws
of their respective jurisdictions of organization or incorporation, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Company, the Parent Guarantor or the applicable Guarantor or of
any substantial part of their property, or ordering the winding up or liquidation of their affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive
days; or 
 (6)      the commencement by either Company, the Parent Guarantor
or a Guarantor that is a Significant Subsidiary of the Parent Guarantor of a voluntary case or proceeding under the applicable laws of their respective jurisdictions of organization or incorporation relating to bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by either Company, the Parent Guarantor or a Guarantor that is a Significant Subsidiary of the Parent Guarantor to the entry of a
decree or order for relief in respect of such Company, the Parent Guarantor or the applicable Guarantor, respectively, in an involuntary case or proceeding under the applicable laws of their respective jurisdictions of organization or incorporation
relating to bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against such Company, the Parent Guarantor or the applicable Guarantor, or the filing by either
Company, the Parent Guarantor or a Guarantor that is a Significant Subsidiary of a petition or answer or consent seeking reorganization or relief under the applicable laws of their respective jurisdictions of organization or incorporation, or the
consent by either Company, the Parent Guarantor or a Guarantor that is a Significant Subsidiary of the Parent Guarantor to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of such Company, the Parent Guarantor or the applicable Guarantor or of any substantial part of their property, or the making by either Company, the Parent Guarantor or a Guarantor that is a
Significant Subsidiary of the Parent Guarantor of an assignment for the benefit of creditors, or the admission by either 

  
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Company, the Parent Guarantor or a Guarantor that is a Significant Subsidiary of the Parent Guarantor in writing of its inability to pay its debts generally as they become due, or the taking of
corporate action by such Company, the Parent Guarantor or the applicable Guarantor in furtherance of any such action; or 

(7)      the issuance of any governmental order, decree or enactment in or by
Belgium or the jurisdiction of organization of a Guarantor that is a Significant Subsidiary of the Parent Guarantor whereby either Company, Parent Guarantor or applicable Guarantor is prevented from observing and performing in full its obligations
pursuant to the Securities or that series and the Guarantees thereof, respectively, and such situation is not cured within 90 days; or 

(8)      a Guarantee of the Securities of that series provided by the Parent
Guarantor or a Guarantor that is a Significant Subsidiary ceases to be valid and legally binding for any reason or the Parent Guarantor or a Guarantor that is a Significant Subsidiary seeks to deny or disaffirm its obligations under such Guarantee;
or 
 (9)      any other Event of Default provided with respect to Securities
of that series. 
 SECTION 502.      Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of
all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a
notice in writing to the Companies and the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default
specified in Section 501(5) or 501(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and
payable. 
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and
before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the
Companies, the Parent Guarantor and the Trustee, may rescind and annul such declaration and its consequences if 

(1)      the Companies or the Guarantors have paid or deposited with the Trustee
a sum sufficient to pay 
 (A)      all overdue interest on all Securities of
that series, 

  
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 (B)      the principal of (and
premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 

(C)      to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate or rates prescribed therefor in such Securities, and 

(D)      all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents, advisers and counsel; 
 and 

(2)      all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 

No such rescission shall affect any subsequent default or impair any right consequent thereon. 

SECTION 503.      Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Companies and the Guarantors covenant that if 

(1)      default is made in the payment of any interest on any Security when
such interest becomes due and payable and such default continues for a period of 30 days, or 

(2)      default is made in the payment of the principal of or premium on any
Security at its Maturity; provided that in case any such failure to pay principal or premium is caused by a technical or administrative error, delay in processing payments or event beyond the control of the Companies or a Guarantor, such
default continues for more than three days; provided, further, that, in the case of a default in making a redemption payment, such default continues for 30 days, 

the Companies and the Guarantors will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including compensation, expenses, disbursements and advances of the
Trustee, its agents, advisers and counsel that are properly incurred. 
 If the Companies fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such 

  
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proceeding to judgment or final decree and may enforce the same against the Companies or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Companies or any other obligor upon such Securities, wherever situated. 

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion,
and subject to indemnity and/or security, proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

SECTION 504.      Trustee May File Proofs of Claim. 

In case of any judicial proceeding relative to either Company, any Guarantor (or any other obligor upon the Securities), its
property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act and local law in order to have claims of the Holders and
the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its agents, advisers and reasonable fees and expenses of its counsel, and any other amounts due the
Trustee under Section 607. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee. 
 SECTION 505.      Trustee May Enforce Claims Without Possession of Securities. 

All rights of action and claims under this Indenture, the Securities or any Guarantee may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or any Guarantee or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the compensation, expenses, disbursements and advances of the Trustee, its agents, advisers and reasonable fees and expenses of its counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered. 

  
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 SECTION 506.      Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if
fully paid: 
 FIRST: To the payment of all amounts due the Trustee and its agents and advisers under
Section 607; and 
 SECOND: the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and
any premium and interest, respectively. 
 SECTION 507.      Limitation on Suits. 

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, the Securities or any Guarantees or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 

(1)      such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series; 

(2)      the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(3)      such Holder or Holders have offered to the Trustee indemnity and/or
security satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; 

(4)      the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and 

(5)      no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing
itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 

  
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 SECTION 508.      Unconditional Right of Holders to Receive
Principal, Premium and Interest. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

SECTION 509.      Restoration of Rights and Remedies. 

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Companies, the Guarantors, the Trustee
and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

SECTION 510.      Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law,
be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy, hereunder or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 SECTION 511.      Delay or Omission
Not Waiver. 
 No delay or omission by the Trustee or by any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 SECTION
512.      Control by Holders. 
 The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that 
 (1)      such direction
shall not be in conflict with any rule of law or with this Indenture and would not involve the Trustee in personal liability, and 

  
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 (2)      the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such direction. 
 SECTION
513.      Waiver of Past Defaults. 
 The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 

(1)      in the payment of the principal of or any premium or interest on any
Security of such series, or 
 (2)      in respect of a covenant or provision
hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

SECTION 514.      Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee or to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 

SECTION 515.      Waiver of Usury, Stay or Extension Laws. 

Each of the Companies and Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and
the Companies and Guarantors (to the extent that it may lawfully do so) hereby each expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

  
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 SECTION 516.      Agents to Act for Trustee. 

At any time after the occurrence of an Event of Default, the Trustee shall be entitled to require the Authenticating Agent,
the Paying Agent or another agent acting on behalf of the Companies in relation to any of the Securities to act under its direction. 

ARTICLE SIX 
 THE
TRUSTEE 
 SECTION 601.      Certain Duties and Responsibilities. 

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this Indenture;
provided that (i) notwithstanding Section 315(a)(2) of the Trust Indenture Act, the Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts, statements, opinions or conclusions stated in
the certificates or opinions referred to therein, and (ii) except during the continuance of an Event of Default, no implied covenants or obligations shall be read into this Indenture against the Trustee. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability, including, for the avoidance of doubt, compensation for its services hereunder, in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured to it, nor
shall the Trustee be required to do anything which it believes is illegal or contrary to applicable laws. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section. 
 SECTION
602.      Notice to Holders of Defaults. 
 If a default occurs hereunder with respect
to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 

SECTION 603.      Certain Rights of Trustee. 

Subject to the provisions of Section 601: 

(1)      the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the proper party or parties; 

  
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 (2)      any request or direction
of either Company or the Parent Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or order by the Parent Guarantor, and any resolution of the Board of Directors of either Company or the Parent Guarantor
shall be sufficiently evidenced by a Board Resolution of such Company or the Parent Guarantor; 

(3)      whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, exclusively rely
upon an Officer’s Certificate from each Company; 
 (4)      the Trustee
may consult with counsel and other advisers of its own selection and the advice of such counsel or other advisers or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon; 
 (5)      the Trustee
shall be under no obligation to exercise any of the rights or powers vested in it by, or pursuant to, this Indenture at the request or direction of any of the Holders pursuant to this Indenture or otherwise take any action, unless such Holders shall
have offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction or the taking of such action; 

(6)      the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its
discretion acting reasonably, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Companies and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation except for liability resulting from the Trustee’s gross negligence, bad faith or willful misconduct, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of each Company, personally or by agent or attorney, at the sole cost of the Companies; 

(7)      the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 

(8)      in no event shall the Trustee be responsible or liable for special,
punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of business, goodwill, opportunity or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action; 

  
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 (9)      the Trustee shall not be
deemed to have notice of any Event of Default unless an officer of the Trustee responsible for the administration of this Indenture has received written notice of any event which is in fact such an Event of Default and it is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the relevant Securities and this Indenture; 

(10)      whether or not expressly provided in any other provision hereof, the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified and all rights provided under Sections 601 and this Section 603, are extended to, and shall be enforceable
by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder, and shall survive the earlier of any removal or resignation, or the termination of this Indenture; 

(11)      the Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with an Act of the Holders hereunder, and, to the extent not so provided herein, with respect to any Act requiring the Trustee to exercise its own discretion, relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any Notes, unless it shall be proved that, in connection with any such action
taken, suffered or omitted or any such act, the Trustee was grossly negligent, acted in bad faith or engaged in willful misconduct; 

(12)      the permissive rights of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty, and the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it except in case of gross negligence, bad faith or willful default or misconduct; 

(13)      the Trustee shall not be required to give any bond or surety with
respect to the performance of its duties or the exercise of its powers under this Indenture; 

(14)      in the event the Trustee receives inconsistent or conflicting requests
and indemnity from two or more Holders or groups of Holders, each representing less than a majority in aggregate principal amount of the Securities of a series then outstanding, each pursuant to the provisions of this Indenture, the Trustee, in its
sole discretion, may, but shall not be obligated to, determine what action, if any, shall be taken and the Trustee shall suffer no liability from so determining or not determining what action, if any, shall be taken, as the case may be, or otherwise
from failing to act; 
 (15)      except as provided herein, the Trustee shall
have no duty to inquire as to the performance of the covenants of the Companies, the Parent Guarantor, or any other entity and the Trustee shall be entitled to assume without inquiry that the Companies, the Parent Guarantor, and any other Guarantor
have each performed in accordance with all of the provisions of the Indenture, unless notified to the contrary; 

(16)      in no event shall the Trustee be liable for any failure or delay in
the performance of its obligations hereunder arising out of, or caused by, directly 

  
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or indirectly, forces or circumstances beyond the Trustee’s control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), civil or military disturbances,
terrorism, fire, riot, embargo, strikes, work stoppages, accidents, nuclear or natural catastrophes, government action (including any laws, ordinances or regulations) or interruptions, loss or malfunctions of utilities, communications or computer
(software or hardware) services, which delay, restrict or prohibit the providing of any services or the taking of any action contemplated by this Indenture; 

(17)      the Trustee will not be liable to any person if prevented or delayed
in performing any of its obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control; and 

(18)      the Trustee may request that each Company deliver an Officer’s
Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an
Officer’s Certificate, including any person as so authorized in any such certificate previously delivered and not superseded. 

SECTION 604.      Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities and the Guarantees, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Companies and the Guarantors, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or the Guarantees. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Companies of Securities or the proceeds thereof. 

SECTION 605.      May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Trustee, the
Companies or the Guarantors, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Companies or the Guarantors with the same rights it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
 SECTION
606.      Money Held in Trust. 
 Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Companies. 

SECTION 607.      Compensation and Reimbursement. 

Each of the Companies and the Parent Guarantor agrees, jointly and severally: 

  
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 (1)      to pay to the Trustee from
time to time compensation for all services rendered by it hereunder, including, if applicable, additional compensation in the event of a default or Event of Default (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); 
 (2)      except as
otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advances properly incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of, or in
connection with, the acceptance or administration of the trust or trusts hereunder (including the compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to
have been caused by its willful misconduct, gross negligence or bad faith; and 

(3)      to indemnify the Trustee, its officers, directors, employees,
representatives and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 

The Trustee shall have a lien prior to the Securities as to all property and funds held or collected by it hereunder for any
amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. 

Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or
renders services after the occurrence of an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel, agents and advisers) and the compensation for the services are intended
to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. 
 The provisions
of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and shall apply with equal force and effect to any agent under this Indenture. 

SECTION 608.      Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 

  
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 SECTION 609.      Corporate Trustee Required; Eligibility.

 There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may
be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

SECTION 610.      Resignation and Removal; Appointment of Successor. 

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 

The Trustee may resign at any time, without giving explanation as to such resignation, with respect to the Securities of one
or more series by giving written notice thereof to the Companies. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of the Companies any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Companies and the Parent Guarantor. 

If at any time: 

(1)      the Trustee shall fail to comply with Section 608 after written
request therefor by the Companies and the Parent Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or 

(2)      the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Companies and the Parent Guarantor or by any such Holder, or 

(3)      the Trustee shall become incapable of acting or shall be adjudged
bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,


  
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 then, in any such case, (A) the Companies and the Parent Guarantor by a Board Resolution may
remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee
for any cause, with respect to the Securities of one or more series, the Companies and the Parent Guarantor, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Companies, the Parent Guarantor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the
Companies and the Parent Guarantor. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Companies and the Parent Guarantor or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series. 
 The Companies shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

In no event shall any retiring Trustee be held liable for any acts or omissions of any successor Trustee hereunder. 

SECTION 611.      Acceptance of Appointment by Successor. 

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Companies and the Parent Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective
and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Companies, the Parent Guarantor or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and 

  
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trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all)
series, the Companies, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates; (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee; and (3) shall add to
or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the
Companies, the Parent Guarantor, or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates. 
 Upon request of any such successor Trustee,
the Companies shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article. 
 SECTION 612.      Merger, Conversion, Consolidation or
Succession to Business. 
 Any Corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication


  
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and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

SECTION 613.      Preferential Collection of Claims Against the Companies or the Guarantors. 

If and when the Trustee shall be or become a creditor of either Company or a Guarantor (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against either Company or the Guarantor (or any such other obligor). 

SECTION 614.      Appointment of Authenticating Agent. 

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Companies and the Parent Guarantor and shall at all times be a corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to
be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Companies and the
Parent Guarantor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Companies and the Parent Guarantor. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of 

  
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this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Companies and shall give notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 

The Companies agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this
Section. 
 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such
series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

	
	 THE BANK OF NEW YORK MELLON
TRUST

	 COMPANY, N.A.

	 As Trustee

	
	 By ...........................................................,

	 As Authenticating Agent

	
	 By ..........................................................

	 Authorized Officer



SECTION 615.       FATCA Withholding. 

The Trustee shall be entitled without liability to deduct FATCA Withholding, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding. Each of the Companies and each Guarantor agrees to cooperate and to provide the Trustee and any Paying Agent with
such information as each may have in its possession to enable the determination of whether any payments pursuant to this Indenture are subject to the deduction or withholding requirements imposed or required pursuant to Sections 1471 through 1474 of
the Code, any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). 

ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANIES 

  
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 SECTION 701.      Companies and the Parent Guarantor to Furnish
Trustee Names and Addresses of Holders. 
 The Companies and the Parent Guarantor will furnish or cause to be furnished
to the Trustee: 
 (1)      semi-annually, not later than June 30 and
December 30 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding June 15 or December 15, as the case may be, and 

(2)      at such other times as the Trustee may request in writing, within 30
days after the receipt by either Company or the Parent Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 

SECTION 702.      Preservation of Information; Communications to Holders. 

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in
the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished. 
 The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 

Every Holder of Securities, by receiving and holding the same, agrees with the Companies, the Guarantors and the Trustee that
neither the Companies, the Guarantors nor the Trustee nor any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 

SECTION 703.      Reports by Trustee. 

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted within 60 days after (i) the first
anniversary of the first date of issuance of Securities hereunder and (ii) each anniversary of such date. 
 A copy of
each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Companies and the Parent Guarantor. The Companies or the
Parent Guarantor will notify the Trustee when any Securities are listed on any stock exchange. 

  
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 SECTION 704.      Reports by the Parent Guarantor. 

The Parent Guarantor will file with the Trustee, within 15 days after it files the same with the Commission, copies of the
annual reports and of the information, documents and other reports that, if it is subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, it files with the Commission pursuant to Section 13 or
Section 15(d). If the Parent Guarantor is not required to file with the Commission information, documents or reports pursuant to either of those sections of the Exchange Act, then it will file with the Trustee and the Commission such reports,
if any, as may be prescribed by the Commission pursuant to the Trust Indenture Act at such time, in each case within 15 days after it files the same with the Commission. 

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including each Company’s or any Guarantor’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

 SECTION 801.      Companies and a Guarantor May Consolidate, Etc., Only on Certain Terms. 

(a)      (x) Any of the Companies or the Guarantors may, without the consent of the Holders,
consolidate with, or merge into, or sell, transfer, lease or convey all or substantially all of their respective assets to, any Corporation or (y) either Company may at any time substitute for such Company either the other Company, a Guarantor
or any Affiliate of a Guarantor as principal debtor under the Securities (a “Substitute Company”); provided that: 

(1)      except as provided in Section 801(b) below, in the case that a
Guarantor or either Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which such Guarantor
or Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of such Guarantor or Company substantially as an entirety shall by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, (i) in the case of a Guarantor, expressly guarantee, or (ii) in the case of a Company, expressly assume the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the applicable Guarantor or Company, as the case may be, to be performed or observed; 

(2)      the Companies are not in default of any payments due under the
Securities and immediately after giving effect to such transaction, no Event of Default shall be continuing; 

  
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 (3)      the Person formed by such
consolidation or into which a Guarantor or Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of a Guarantor or Company substantially as an entirety shall be organized under the laws
of a member country of the Organization for Economic Co-Operation and Development; 

(4)      in the case of a Substitute Company: 

(i)      the obligations of the Substitute Company arising under or in
connection with the Securities and the Indenture are jointly and severally, irrevocably, fully and unconditionally guaranteed by the Guarantors (other than the Substitute Company, if applicable) on the same terms as existed immediately prior to such
substitution under the Guarantees given by such Guarantors; 
 (ii)      the
Parent Guarantor, each Company and the Substitute Company jointly and severally indemnify each Holder for any income tax or other tax (if any) recognized by such Holder solely as a result of the substitution of the Substitute Company (and not as a
result of any transfer by such Holder), provided, however, that this indemnity shall not apply to any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations
thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code, and shall not require the payment of Additional Amounts on account of any such withholding or deduction; 

(iii)      each stock exchange on which the Securities are listed, if any,
shall have confirmed that, following the proposed substitution, such Securities will continue to be listed on such stock exchange; and 

(iv)      each rating agency that rates the Securities, if any, shall have
confirmed that, following the proposed substitution of the Substitute Company, such Securities will continue to have the same or better rating as immediately prior to such substitution; 

(5)      written notice of such transaction shall be promptly provided to the
Holders. 
 (b)      In the case that the Parent Guarantor shall merge into another Person
(the “Absorbing Company”) organized under the laws of the Kingdom of Belgium via a “merger by absorption” in accordance with the Belgian Companies Code, the Absorbing Company in such merger shall, by virtue of the operation of
Belgian law and without 

  
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further action by the Parent Guarantor or the Absorbing Company, assume the obligations of and be substituted for the Parent Guarantor; provided that: 

(1)      each Company is not in default of any payments due under the Securities
and immediately after giving effect to such transaction, no Event of Default shall be continuing; 

(2)      an Opinion of Counsel under Belgian law shall promptly be provided to
the Trustee by the Absorbing Company stating that the Absorbing Company has validly assumed by operation of law the obligations of Parent Guarantor under the Indenture and the Parent Guarantee and that no supplemental indenture or other instrument
of assumption is required under Belgian law to effect such assumption; 

(3)      a copy of the written notice of the completion of the merger as
announced pursuant to the Belgian Companies Code shall be promptly provided to the Trustee and the Holders; and 

(4)      an Officer’s Certificate of the Absorbing Company shall be
promptly delivered to the Trustee stating that all conditions precedent provided for in this Indenture to such merger and assumption have been complied with. 

(c)      In the circumstances described in Section 801(b) above, the Absorbing Company
shall succeed to all of the obligations of the Parent Guarantor hereunder and under the Parent Guarantees and shall guarantee the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or
observance of every covenant of this Indenture on the part of the Parent Guarantor to be performed or observed, and neither the Parent Guarantor nor the Absorbing Company shall be required to execute an indenture supplemental hereto or any other
document. 
 SECTION 802.      Successor Substituted. 

Upon any consolidation of a Guarantor or either Company, as the case may be, with, or merger of such Guarantor or Company, as
the case may be, into, any other Person or any conveyance, transfer or lease of the properties and assets of such Guarantor or Company, as the case may be, substantially as an entirety in accordance with Section 801, the successor Person formed
by such consolidation or into which such Guarantor or Company, as the case may be, is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor
or Company, as the case may be, under this Indenture with the same effect as if such successor Person had been named as such Guarantor or Company, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the Securities. 
 Upon any substitution
pursuant to Section 801(a)(4), the Substitute Company shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Company under this Indenture with the same effect as if the Substitute Company had been
named as a Company herein, and thereafter, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities. 

  
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 Upon any merger and assumption pursuant to Section 801(b), the Absorbing
Company shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture with the same effect as if the Absorbing Company had been named as the Parent Guarantor herein, and thereafter (to
the extent it continues to exist in any form) the predecessor Parent Guarantor shall be relieved of all obligations and covenants under this Indenture and its Guarantee. 

SECTION 803.      Conversion to Limited Liability Company. 

(a)      Notwithstanding any other provision hereof, each Company, that is not a limited
liability company, may at any time, in its sole discretion, convert from a corporation into a limited liability company, pursuant to Section 266 of the Delaware General Corporation Law or any other applicable law of the State of Delaware that
provides that the limited liability company resulting from such conversion shall be deemed to be the same entity as the corporation. 

(b)      Upon such conversion, all references to the applicable Company herein, in any indenture
supplemental hereto and in any Outstanding Securities shall be deemed to refer to the limited liability company resulting from such conversion without any further action by such Company hereunder. Such conversion shall not constitute a breach of any
covenant or warranty of either Company or any Guarantor in this Indenture and shall not constitute a default in the performance or observance of any of their respective obligations hereunder. 

(c)      Promptly following any such conversion, the applicable Company shall give written
notice of such conversion to the Trustee and shall deliver to the Trustee: 

(1)      copies of (a) a Board Resolution approving such conversion and
(b) the certificate of conversion filed with the Secretary of State for Delaware, in each case certified by the Secretary or an Assistant Secretary or other authorized officer or person of the applicable Company; and 

(2)      an Opinion of Counsel stating that the applicable Company is an
existing limited liability company in good standing under the laws of the State of Delaware and that all conditions precedent provided for in this Indenture to such conversion have been complied with. 

(d)      For the avoidance of doubt, the applicable Company shall not be required to enter into
any indenture supplemental hereto in order to affect the conversion pursuant this Section 803. 
 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

SECTION 901.      Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders, the Companies, the Parent Guarantor and the Guarantors party hereto from time to time,
when authorized by their respective boards of directors or other governing bodies, and the Trustee, at any time and from time to time, 

  
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may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(1)      to evidence the succession of another Person to either Company or a
Guarantor, or successive successions, and the assumption by any such successor of the covenants of such Company or such Guarantor herein and in the Securities; or 

(2)      to add any Subsidiary of the Parent Guarantor as a Guarantor with
respect to any series of Securities, subject to applicable legal, regulatory or contractual limitations relating to such Subsidiary’s Guarantee; or 

(3)      to add to the covenants of the Companies or the Guarantors for the
benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Companies or the Guarantors; or 

(4)      to modify the restrictions on and procedures for resale and the
transfers of the Securities pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally; or 

(5)      to add any additional Events of Default for the benefit of the Holders
of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such
series); or 
 (6)      to add to, change or eliminate any of the provisions
of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or 

(7)      to convey, transfer, assign, mortgage or pledge any property or assets
to the Trustee or another person as security for the Securities; or 

(8)      to provide for the issues of Securities in exchange for one or more
series of outstanding Securities; or 
 (9)      to provide for the issuance
and terms of any particular series of Securities or Guarantees as permitted by Sections 201, 206, 301 and 312, the rights and obligations of the Guarantors and the Holders of the Securities of such series, the form or forms of the Securities of
such series and such other matters in connection therewith as the Companies and the Guarantors shall consider appropriate, including, without limitation, provisions for (a) additional or different covenants, restrictions or conditions
applicable to such series, (b) additional or different events of default in respect of such series, (c) a longer 

  
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or shorter period of grace and/or notice in respect of any provision applicable to such series than is otherwise provided, (d) immediate enforcement of any event of default in respect of
such series, or (e) limitations upon the remedies available in respect of any events of default in respect of such series or upon the rights of the holders of securities of such series to waive any such event of default; or 

(10)      to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611; or 
 (11)      to
cure any ambiguity, to correct or supplement any provision herein or in the Securities or Guarantees or in any supplemental agreement, which may be defective or inconsistent with any other provision herein or therein or any supplemental agreement,
to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under this Indenture or any supplemental agreement as the Companies may deem necessary or
desirable, provided that in either case such action pursuant to this clause (11) shall not adversely affect the interests of the Holders of Securities of any series to which such provisions relate in any material respect; or 

(12)      to “reopen” any series of Securities and to create and issue
additional Securities of the same series having identical terms and conditions as any series already issued (or in all respects except for the issue date, issue price and, if applicable, initial interest accrual date and first Interest Payment
Date), any such additional Securities to be consolidated and form a single series with the outstanding Securities of such series; or 

(13)      to provide for the release and termination of any Guarantee by any
Subsidiary as provided herein; 
 (14)      to provide for any amendment,
modification or alteration of the Guarantees or the limitations applicable thereto, in accordance with Section 209; or 

(15)      to make any other change that does not materially adversely affect the
interests of the Holders of the series of Securities affected thereby; 
 provided, however, that no Guarantor shall
be required to execute and deliver any indenture supplemental hereto pursuant to this Section 901, including with respect to the issuance and terms of any particular series of Securities or Guarantees as described in clause (9) above, in
relation to any series of Securities covered by a Global Guarantee of such Guarantor. 
 SECTION
902.      Supplemental Indentures With Consent of Holders. 
 With the consent of the
Holders of not less than a majority in principal amount of the Outstanding Securities (irrespective of series) affected by such supplemental indenture, by Act of said Holders delivered to the Companies, the Parent Guarantor and


  
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the Trustee, the Companies, when authorized by a Board Resolution, the Parent Guarantor, the Subsidiary Guarantors party hereto from time to time and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 

(1)      change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any
other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or change either Company’s or a Guarantor’s obligation to pay
Additional Amounts, or change in any manner adverse to the interests of the Holders the terms and provisions of the Guarantees in respect of the due and punctual payment of principal amount of the Securities then Outstanding plus accrued and unpaid
interest (and all Additional Amounts, if any); 
 (2)      reduce the
percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture. 
 A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders
of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 Any amendment,
modification or alteration authorized pursuant to Section 901 shall not be subject to this Section 902. 
 SECTION
903.      Execution of Supplemental Indentures. 
 In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive pursuant to Section 102 hereof, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate from each Company, each stating that the execution of such 

  
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supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise. 
 SECTION 904.      Effect of
Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

SECTION 905.      Conformity with Trust Indenture Act. 

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

 SECTION 906.      Reference in Securities to Supplemental Indentures. 

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Companies shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Companies, to any such supplemental indenture may be prepared and executed by the Companies and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

ARTICLE TEN 

COVENANTS 

SECTION 1001.      Payment of Principal, Premium and Interest. 

Each Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the
principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 

SECTION 1002.      Maintenance of Office or Agency. 

Each Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon either Company in respect of the Securities of that series and
this Indenture may be served. Each Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time either Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Companies hereby appoint the Trustee as their agent
to receive all such presentations, surrenders, notices and 

  
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demands. The Companies hereby appoint the Trustee as their agent for all of the foregoing purposes with respect to the Securities of each series. 

The Companies may also from time to time designate one or more other offices or agencies where the Securities of one or more
series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve each Companies of its
obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Companies will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. 
 SECTION 1003.      Money for Securities Payments to Be Held in
Trust. 
 If either Company or a Guarantor shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 

Whenever the Companies shall have one or more Paying Agents for any series of Securities, it will, before 10:00 am (London
time) at least one Business Day prior to each due date of the principal of or any premium or interest or any other amounts on any Securities of that series, deposit with a Paying Agent a sum in immediately available funds sufficient to pay such
amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Companies will promptly notify the Trustee of its action or failure so to act. No Paying Agent shall be obligated to make any
payment with respect to the Securities unless and until such funds have been so deposited. 
 The Companies will cause each
Paying Agent for any series of Securities, other than the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will
(1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent; (2) give the Trustee notice of any default by either Company or any Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal, premium, if any, any Additional Amounts or interest on the Securities; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held
in trust by such Paying Agent for payment in respect of that series of Securities. 
 Both Companies may at any time, for
the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by such Company or such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which such sums were held by such Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with
respect to such money. 

  
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 Any money deposited with the Trustee or any Paying Agent, or then held by either
Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to either Company
on Company Request, or (if then held by such Company) shall be discharged from such trust, and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Companies for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of either Company as trustees thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any
such repayment may at the expense of either Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to such Company. 

SECTION 1004.      Statement by Officers as to Default. 

Each Company will deliver to the Trustee, within 90 days after the end of each fiscal year of such Company ending after the
date hereof, an Officer’s Certificate, complying with Section 314(a)(4) of the Trust Indenture Act, stating whether or not to the best knowledge of the signers thereof such Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if either Company shall be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. 
 SECTION 1005.      Existence. 

Subject to Article Eight, each Company will do or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided, however, that neither Company shall be required to preserve any such right or franchise if the Board of Directors of such Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of such Company and that the loss thereof is not disadvantageous in any material respect to the Holders; provided further that, for the avoidance of doubt, a
conversion of a Company pursuant to Section 803 hereof shall not result in a breach of this Section 1005. 
 SECTION
1006.      Limitation on Liens. 
 So long as any of the Securities remains
outstanding, the Parent Guarantor will not, nor will it permit any Restricted Subsidiary to, create, assume, guarantee or suffer to exist any Encumbrance on any of its Principal Plants or on any capital stock of any Restricted Subsidiary without
effectively providing that the Securities shall be secured by the security for such secured indebtedness equally and ratably therewith, provided, however, the above limitation does not apply to: 

 

	 	(a)	 purchase money liens, so long as such liens attach only to the assets so acquired and improvements thereon;




  
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	 	(b)	 Encumbrances existing at the time of acquisition of property (including through merger or consolidation) or
securing indebtedness the proceeds of which are used to pay or reimburse the Parent Guarantor or a Restricted Subsidiary for the cost of such property (provided such indebtedness is incurred within 180 days after such acquisition);



  

	 	(c)	 Encumbrances on property of a Restricted Subsidiary existing at the time it becomes a Restricted Subsidiary;



  

	 	(d)	 Encumbrances to secure the cost of development or construction of property, or improvements thereon,
provided that the recourse of the creditors in respect of such indebtedness is limited to such property and improvements; 


  

	 	(e)	 Encumbrances in connection with the acquisition or construction of Principal Plants or additions thereto
financed by tax-exempt securities; 


  

	 	(f)	 Encumbrances securing indebtedness owing to the Parent Guarantor or a Restricted Subsidiary by a Restricted
Subsidiary; 


  

	 	(g)	 Encumbrances existing at the date of the Indenture; 



 

	 	(h)	 Encumbrances required in connection with state or local governmental programs which provide financial or tax
benefits, provided the obligations secured are in lieu of or reduce an obligation that would have been secured by an Encumbrance permitted under the Indenture; 



 

	 	(i)	 any Encumbrance arising by operation of law and not securing amounts more than ninety (90) days overdue
or otherwise being contested in good faith; 


  

	 	(j)	 judgment Encumbrances not giving rise to an Event of Default; 



 

	 	(k)	 any Encumbrance incurred or deposits made in the ordinary course of business, including, but not limited to,
(i) any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other like Encumbrances, (ii) any Encumbrances securing amounts in connection with workers’ compensation, unemployment insurance and other
types of social security, and (iii) any easements, rights-of-way, restrictions and other similar charges; 



 

	 	(l)	 any Encumbrance upon specific items of inventory or other goods and proceeds of the Parent Guarantor or any
Restricted Subsidiary securing the Parent Guarantor’s or any such Restricted Subsidiary’s obligations in respect of bankers’ acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage
of such inventory or other goods; 


  

	 	(m)	 any Encumbrance incurred or deposits made securing the performance of tenders, bids, leases, statutory
obligations, surety and appeal bonds, 



  
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government contracts, performance and return-of-money bonds and other obligations of like nature incurred in the
ordinary course of business; 


  

	 	(n)	 any Encumbrance on any Principal Plant of the Parent Guarantor or any Restricted Subsidiary in favor of the
Federal Government of the United States or the government of any State thereof, or the government of the United Kingdom, or any state in, or former state of, the European Union, or any instrumentality of any of them, securing the obligations of the
Parent Guarantor or any Restricted Subsidiary pursuant to any contract or payments owed to such entity pursuant to applicable laws, rules, regulations or statutes; 



 

	 	(o)	 any Encumbrance securing taxes or assessments or other applicable governmental charges or levies;



  

	 	(p)	 extensions, renewals or replacements of the Encumbrances referred to in clauses (a) through (o),
provided that the amount of indebtedness secured by such extension, renewal or replacement shall not exceed the principal amount of indebtedness being extended, renewed or replaced, together with the amount of any premiums, fees, costs and
expenses associated with such extension, renewal or replacement, nor shall the pledge, mortgage or lien be extended to any additional Principal Plant unless otherwise permitted under this covenant; 



 

	 	(q)	 as permitted under the provisions described in the following two paragraphs herein; and



  

	 	(r)	 in connection with sale-leaseback transactions permitted under the Indenture. 



Notwithstanding the provisions described in the immediately preceding paragraph, the Parent Guarantor or any Restricted
Subsidiary may, without rateably securing the Securities, create, assume, guarantee or suffer to exist any indebtedness which would otherwise be subject to such restrictions, and renew, extend or replace such indebtedness, provided that the
aggregate amount of such indebtedness, when added to the fair market value of property transferred in sale-leaseback transactions as described in Section 1011 (computed without duplication of amount) does not at the time exceed 15% of Net-Tangible Assets. 
 If the Parent Guarantor or any Restricted Subsidiary merges or
consolidates with, or purchases all or substantially all of the assets of, another Corporation, or the Parent Guarantor sells all or substantially all of its assets to another Corporation, and if such other Corporation has outstanding obligations
secured by an Encumbrance which, by reason of an after-acquired property clause or similar provision, would extend to any Principal Plant owned by the Parent Guarantor or such Restricted Subsidiary immediately prior thereto, the Parent Guarantor or
such Restricted Subsidiary, as the case may be, will in such event be deemed to have created an Encumbrance, within the prohibition of the covenant described above, unless (a) such merger or consolidation involving a Restricted Subsidiary
constitutes a disposition by the Parent Guarantor of its interest in the Restricted Subsidiary or (b) (i) at or prior to the effective date of such merger, consolidation, sale or purchase such Encumbrance shall be released of record or


  
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otherwise satisfied to the extent it would extend to such Principal Plant, (ii) prior thereto, the Parent Guarantor or such Restricted Subsidiary shall have created, as security for the
Securities (and, if the Parent Guarantor shall so determine, as security for any other indebtedness of the Parent Guarantor then existing or thereafter created ranking equally with the Securities and any other indebtedness of such Restricted
Subsidiary then existing or thereafter created), a valid Encumbrance which will rank equally and ratably with the Encumbrances of such other Corporation on such Principal Plant of the Parent Guarantor or such Restricted Subsidiary, as the case may
be, or (iii) such Encumbrance is otherwise permitted or complies with the Covenant described above. 
 SECTION
1007.      Sale-Leaseback Transactions. 

(a)      Except to the extent permitted under paragraph (c) below, and except for any
transaction involving a lease for a temporary period, not to exceed three years, by the end of which it is intended that the use of the leased property by the Parent Guarantor or any Restricted Subsidiary will be discontinued and except for any
transaction with a state or local authority that is required in connection with any program, law, statute or regulation that provides financial or tax benefits not available without such transaction, the Parent Guarantor shall not sell any Principal
Plant as an entirety, or any substantial portion thereof, with the intention of taking back a lease of such property and the Parent Guarantor will not permit any Restricted Subsidiary to sell to anyone other than the Parent Guarantor or a Restricted
Subsidiary any Principal Plant as an entirety, or any substantial portion thereof, with the intention of taking back a lease of such property unless: 
  

	 	(i)	 the net proceeds of such sale (including any purchase money mortgages received in connection with such sale)
are at least equal to the fair market value (as determined by an officer of the Parent Guarantor) of such property; and 


  

	 	(ii)	 subject to paragraph (d) below, the Parent Guarantor shall, within 120 days after the transfer of title
to such property (or, if the Parent Guarantor holds the net proceeds described below in cash or cash equivalents, within two years): 



(A)      purchase, and surrender to the Trustee for retirement as provided in
this covenant, a principal amount of Securities equal to the net proceeds derived from such sale (including the amount of any such purchase money mortgages), or 

(B)      repay other pari passu indebtedness of the Parent Guarantor or
any Restricted Subsidiary in an amount equal to such net proceeds, or 

(C)      expend an amount equal to such net proceeds for the expansion,
construction or acquisition of a Principal Plant, or 
 (D)      effect a
combination of such purchases, repayments and plant expenditures in an amount equal to such net proceeds. 

  
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 (b)      At or prior to the date 120 days after a
transfer of title to a Principal Plant which shall be subject to the requirements of this covenant, the Parent Guarantor shall furnish to the Trustee: 
  

	 	(i)	 an Officer’s Certificate stating that paragraph (a) of this covenant has been complied with and
setting forth in detail the manner of such compliance, which certificate shall contain information as to: 



(A)      the amount of Securities theretofore redeemed and the amount of
Securities theretofore purchased by the Parent Guarantor and cancelled by the Trustee and the amount of Securities purchased by the Parent Guarantor and then being surrendered to the Trustee for cancellation, 

(B)      the amount thereof previously credited under paragraph (d) below,

 (C)      the amount thereof which it then elects to have credited on its
obligation under paragraph (d) below, and 
 (D)      any amount of
other indebtedness which the Parent Guarantor has repaid or will repay and of the expenditures which the Parent Guarantor has made or will make in compliance with its obligation under paragraph (a), and 

 

	 	(ii)	 if applicable, a deposit with the Trustee for cancellation of the Securities then being surrendered as set
forth in such certificate. 


 (c)      Notwithstanding the restriction of
paragraph (a), the Parent Guarantor and any one or more Restricted Subsidiaries may transfer property in sale-leaseback transactions which would otherwise be subject to such restriction if the aggregate principal amount of the fair market value of
the property so transferred and not reacquired at such time, when added to the aggregate amount of indebtedness for borrowed money permitted by the last paragraph of the covenant described under “—Limitation on Liens” which shall be
outstanding at the time (computed without duplication of the value of property transferred as provided in this paragraph (c)), does not at the time exceed 15% of Net Tangible Assets. 

(d)      The Parent Guarantor, at its option, shall be entitled to a credit, in respect of its
obligation to purchase and retire Securities under this covenant, for the principal amount of any Securities deposited with the Trustee for the purpose and also for the principal amount of (i) any Securities theretofore redeemed at the option
of the Parent Guarantor and (ii) any Securities previously purchased by the Parent Guarantor and cancelled by the Trustee, and in each case not theretofore applied as a credit under this paragraph (d) or as part of a sinking fund
arrangement for the Securities. 
 (e)      For purposes of this covenant, the amount or the
principal amount of Securities which are issued with original issue discount shall be the principal amount of such Securities that on the date of the purchase or redemption of such Securities referred to in this covenant could be declared to be due
and payable pursuant to the Indenture. 

  
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 SECTION 1008.      Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Companies may, with
respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(18), 901(3), 901(9), 1006 or 1007 for the benefit of the
Holders of such series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Companies and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

SECTION 1009.      Additional Amounts. 

Unless otherwise specified in any Board Resolution of a Company or the relevant Guarantor establishing the terms of Securities
of a series or the Guarantees relating thereto in accordance with Section 301, in the event that a Guarantor becomes obligated under this Indenture to make payments in respect of the Securities, such Guarantor will make all payments in respect
of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such
Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by
law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the
respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: 

 

	 	(a)	 are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise
in any manner which does not constitute a deduction or withholding by the Guarantor from payment of principal or interest made by it; or 


  

	 	(b)	 are payable by reason of the Holder or beneficial owner having, or having had, some personal or business
connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the
Relevant Taxing Jurisdiction; or 


  

	 	(c)	 are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification,
information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to




  
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such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of
such taxes; or 


  

	 	(d)	 consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes; or



  

	 	(e)	 are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such
Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of such Security;
or 


  

	 	(f)	 are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the
taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or
complying with, or introduced to conform with, such directive, regulation, treaty or understanding; or 


  

	 	(g)	 are payable by reason of a change in law or practice that becomes effective more than 30 days after the
relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later; or 



 

	 	(h)	 are payable because any Security was presented to a particular paying agent for payment if the Security
could have been presented to another paying agent without any such withholding or deduction; or 


  

	 	(i)	 are payable for any combination of (a) through (h) above. 



In addition, any amounts to be paid by a Company or any Guarantor on the Securities will be paid net of any FATCA Withholding.
Neither any Guarantor nor either Company will be required to pay Additional Amounts on account of any FATCA Withholding. 

Such payment of Additional Amounts may be subject to such further exceptions as may be established in the terms of such
Securities established as contemplated by Section 301. Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any
Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in
such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such express mention is not made, provided, however, that the covenant regarding Additional Amounts provided for in this Section shall not apply to any Guarantor at
any time when such Guarantor is 

  
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incorporated in a jurisdiction in the United States; provided further that the covenant regarding Additional Amounts provided for in this Section shall apply to either Company at any time
when it is incorporated in a jurisdiction outside of the United States. 
 If the terms of the Securities of a series
established as contemplated by Section 301 do not specify that Additional Amounts will not be payable by each Company or a Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or
if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there
has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, each Company will furnish the Trustee and each Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without
withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if
any, required to be withheld on such payments to such Holders of Securities and each Company or Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. Each of the
Companies and Guarantors covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith. 

SECTION 1010.      Additional Information. 

Each Company agrees to furnish, at any time when such Company is not subject to Section 13 or 15(d) of the Exchange Act
or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, in respect of any Securities sold or offered for sale pursuant to an exemption from registration under Rule 144A of the Securities
Act, at its expense and upon request, to the Holders and prospective purchasers of such Securities information satisfying the requirements of subsection (d)(4) of Rule 144A under the Securities Act. 

SECTION 1011.      Notice of Event of Default. 

Each Company hereby covenants with the Trustee that, so long as any of the Securities remain Outstanding, it will promptly
give notice in writing to the Trustee upon having knowledge (and in no event later than seven days after obtaining such knowledge) of any Event of Default. 

SECTION 1012.      Indemnification of Judgment Currency. 

To the fullest extent permitted by applicable law, each Company and each of the Guarantors shall indemnify each Holder against
any loss incurred by such Holder as a result of any judgment or order being given or made for any amount due under any Security or Guarantee and such judgment or order being expressed and paid in a currency


  
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(the “Judgment Currency”), which is other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar is converted into the
Judgment Currency for the purposes of such judgment or order and (ii) the spot rate of exchange in The City of New York at which the Holder on the date of payment of such judgment is able to purchase U.S. dollars with the amount of the Judgment
Currency actually received by such Holder. This indemnification will constitute a separate and independent obligation of each Company or each of the Guarantors, as the case may be, and will continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term “spot rate of exchange” includes any premiums and costs of exchange payable in connection with the purchase of, or conversion into, U.S. dollars. 

SECTION 1013.      Further Instruments and Acts. 

Each Company and the Parent Guarantor hereby covenant with the Trustee that, so long as any of the Securities remain
Outstanding, upon request of the Trustee, but without an affirmative duty on the Trustee to do so, they and any other Guarantor shall execute and deliver such further instruments and acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture. 
 ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 

SECTION 1101.      Applicability of Article. 

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article. 
 SECTION
1102.      Election to Redeem; Notice to Trustee. 
 The election of the Companies or
Parent Guarantor to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Companies or Parent Guarantor
of the Securities of any series in whole or in part (including any such redemption affecting only a single Security), the Companies or Parent Guarantor shall, at least 60 days prior to the Redemption Date fixed by such Company or the Parent
Guarantor (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of a Company
which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Companies shall each furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition. 

SECTION 1103.      Selection by Trustee of Securities to Be Redeemed. 

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified
tenor are to be redeemed or unless such 

  
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redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method as the Trustee in its sole discretion shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any
Security of such series, except that if the Securities of such series are listed on any securities exchange, any such selection and redemption of the Securities shall be in compliance with the requirements of the principal securities exchange on
which those Securities are listed (as such requirements shall be specified to the Trustee in an Officer’s Certificate from a Company), except that if the Securities of such series are represented by one or more Global Securities, interests in
such Securities shall be selected for redemption by the Depositary in accordance with its customary procedures therefor, and provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the
preceding sentence. 
 The Trustee shall promptly notify the Companies in writing of the Securities selected for redemption
as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single
Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security. 
 For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

 SECTION 1104.      Notice of Redemption. 

Notice of redemption shall be given by first-class mail, postage prepaid, mailed (or if the Securities of the applicable
series are represented by one or more Global Securities, transmitted in accordance with the Depositary’s customary procedures therefor) not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is
specified in the Securities to be redeemed, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 

All notices of redemption shall state: 

(1)      the Redemption Date; 

(2)      the Redemption Price or if not then ascertainable, the manner of
calculation thereof; 

  
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 (3)      if less than all the
Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed; 

(4)      that on the Redemption Date the Redemption Price will become due and
payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date; 

(5)      the place or places where each such Security is to be surrendered for
payment of the Redemption Price; 
 (6)      applicable CUSIP numbers, if any;
and 
 (7)      that the redemption is for a sinking fund, if such is the
case. 
 Notice of redemption of Securities to be redeemed at the election of the Companies shall be given by the Companies
or, at the Companies’ request, by the Trustee in the name and at the expense of the Companies; provided, however, that each Company shall have delivered to the Trustee, at least 5 Business Days prior to the date the Redemption
Notice will be sent to Holders (or such shorter period as may be satisfactory to the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided
above. Any notice of redemption pursuant to this Section shall be irrevocable. 
 SECTION
1105.      Deposit of Redemption Price. 
 By 10:00 am (London time) at least one
Business Day prior to any Redemption Date, the Companies or the Parent Guarantor shall deposit with the Trustee or with a Paying Agent (or, if either Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. 

SECTION 1106.      Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified, and from and after such date (unless the Companies shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of
any such Security for redemption in accordance with said notice, such Security shall be paid by the Companies at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 

  
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 If any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 

SECTION 1107.      Securities Redeemed in Part. 

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Companies
or the Trustee so require, due endorsement by, or a written instrument of transfer in form satisfactory to the Companies and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Companies shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered and with any applicable Guarantees endorsed thereon or attached thereto if such Guarantees were endorsed on or attached to
the Security redeemed in part. 
 ARTICLE TWELVE 

SINKING FUNDS 

SECTION 1201.      Applicability of Article. 

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as
otherwise specified as contemplated by Section 301 for Securities of such series. 
 The minimum amount of any sinking
fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is
herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund
payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
 SECTION
1202.      Satisfaction of Sinking Fund Payments with Securities. 
 The Companies or
Parent Guarantor (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Companies
pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any
Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly. 

  
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 SECTION 1203.      Redemption of Securities for Sinking
Fund. 
 Not less than 45 days prior to each sinking fund payment date for any Securities, the Companies will deliver to
the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and the basis for such credit and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior
to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Companies in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 

ARTICLE THIRTEEN 

DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 1301.      Companies’ and the Parent Guarantor’s Option to
Effect Defeasance or Covenant Defeasance. 
 Either Company or the Parent Guarantor may elect, at its option at any
time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance
with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. 
 SECTION 1302.      Defeasance and Discharge. 

Upon a Company’s or the Parent Guarantor’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, each of the Companies and the Guarantors shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date
the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Companies and the Guarantors shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Companies or the Parent Guarantor,
shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Companies’ or the Guarantors’
obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the
Companies and the Parent Guarantor 

  
 -98- 








 
may exercise their option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such
Securities. 
 SECTION 1303.      Covenant Defeasance. 

Upon a Company’s or the Parent Guarantor’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (1) the Companies and the Guarantors shall be released from their obligations under Section 801(2), Sections 1006 through 1007, inclusive, and any covenants provided pursuant
to Section 301(18), 901(3) or 901(9) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(3) (with respect to any of Section 801(2), Sections 1006 through 1007,
inclusive, and any such covenants provided pursuant to Section 301(18), 901(3) or 901(9)) and 501(4) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, each Company
and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(3)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason of any reference in any such Section or Article to any other provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby. 
 SECTION 1304.      Conditions to Defeasance or Covenant
Defeasance. 
 The following shall be the conditions to the application of Section 1302 or Section 1303 to any
Securities or any series of Securities, as the case may be: 
 (1)      Either
Company or the Parent Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or
(B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Maturities, in accordance with the terms of this Indenture and such Securities,
provided that a Company shall specify whether such Securities are being defeased to Stated Maturity or to the Redemption Date. As used herein, “U.S. Government Obligation” means any security which is (i) a direct obligation of
the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as


  
 -99- 








 
an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof. 

(2)      In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, as the case may be, the Companies or the Parent Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (A) a Company or the Parent Guarantor have received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable U.S. Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject
to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 

(3)      In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, as the case may be, a Company or the Parent Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for U.S.
Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance were not to occur. 
 (4)      A
Company or the Parent Guarantor shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as
a result of such deposit. 
 (5)      A Company or the Parent Guarantor shall
have delivered to the Trustee for cancellation all Securities Outstanding theretofore authenticated. 

(6)      No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or
prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 

(7)      Such Defeasance or Covenant Defeasance shall not cause the Trustee to
have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). 

(8)      Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument to which the Companies or the Parent Guarantor are a party or by which they are bound. 

  
 -100- 








 (9)      Such Defeasance or
Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment Company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration
thereunder. 
 (10)      A Company or the Parent Guarantor shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 

SECTION 1305.      Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions. 
 Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the
“Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through
any such Paying Agent (including either Company or a Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 
 The
Companies and the Parent Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. 

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Companies or the Parent
Guarantor from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to
such Securities. 
 SECTION 1306.      Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Companies and the Guarantors
have been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if the 

  
 -101- 








 
Companies or the Guarantors make any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Companies and the Guarantors
shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 

SECTION 1307.      Qualifying Trustee. 

Any trustee appointed pursuant to Section 1304 for the purpose of holding trust funds deposited pursuant to that Section
shall be appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided
for herein to the related Defeasance or Covenant Defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 
  

  
 -102- 








 IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed all as of the day and year first above written. 
  

			
	 ANHEUSER-BUSCH COMPANIES, LLC

as Company

		
	 By:
	 	 /s/ Bryan Warner

		 	 Name:    Bryan Warner

		 	 Title:      Authorized Officer

	
	 ANHEUSER-BUSCH INBEV WORLDWIDE
INC.
 as Company

		
	 By:
	 	 /s/ Bryan Warner

		 	 Name:    Bryan Warner

		 	 Title:      Authorized Officer

	
	 ANHEUSER-BUSCH INBEV SA/NV

as Parent Guarantor

		
	 By:
	 	 /s/ Bryan Warner

		 	 Name:     Bryan Warner

		 	 Title:       Authorized Officer

		
	 By:
	 	 /s/ Margot Miller

		 	 Name:     Margot Miller

		 	 Title:       Authorized Officer

	
	 THE BANK OF NEW YORK
MELLON, TRUST COMPANY, N.A.,
 as Trustee

		
	 By:
	 	 /s/ R. Tarnas

		 	 Name:     R. Tarnas

		 	 Title:       Vice President



 [ABC and ABIWW Base Indenture Signature Page] 







 
			
	 ANHEUSER-BUSCH INBEV FINANCE INC. 

as Subsidiary Guarantor

		
	By:	 	 /s/ Bryan Warner

		 	Name:    Bryan Warner
		 	Title:      Authorized Officer
	
	 COBREW NV 
 as
Subsidiary Guarantor

		
	By:	 	 /s/ Ann Randon

		 	Name:    Ann Randon
		 	Title:      Authorized Officer
		
	By:	 	 /s/ Jan Vandermeersch

		 	Name:    Jan Vandermeersch
		 	Title:      Authorized Officer
	
	 BRANDBREW SA
 as
Subsidiary Guarantor

		
	By:	 	 /s/ Ann Randon / Jan Vandermeersch

		 	Name:    Ann Randon / Jan Vandermeersch
		 	Title:      Authorized Officer
	
	 BRANDBEV S.À R.L.

as Subsidiary Guarantor

		
	By:	 	 /s/ Ann Randon / Jan Vandermeersch

		 	Name:    Ann Randon / Jan Vandermeersch
		 	Title:      Authorized Officer


 [ABC and ABIWW Base Indenture Signature Page] 

 







 Annex A 

FORM OF CERTIFICATE OF TRANSFER 

Anheuser-Busch Companies, LLC 
 attn: Treasurer 

One Busch Place, St. Louis, Missouri 63118 
 United States of
America 
 Anheuser-Busch InBev Worldwide Inc. 

attn: Treasurer 
 One Busch Place, St. Louis, Missouri 63118 

United States of America 
 Anheuser-Busch InBev SA/NV 

Brouwerijplein 1, 3000 
 Leuven, Belgium 

The Bank of New York Mellon Trust Company, N.A. 

100 South 4th Street, Suite 550 

St. Louis, Missouri 63102, 
 USA 

Re: [Title of Securities] 

Reference is hereby made to the Indenture, dated as of November 13, 2018 (as supplemented to the date hereof, the
“Indenture”), among Anheuser-Busch Companies, LLC (“ABC” and a “Company”), and Anheuser-Busch InBev Worldwide Inc. as co-issuers (“ABIWW” and
a “Company” and together with ABC, the “Companies,” as the context requires), Anheuser-Busch InBev SA/NV, as parent guarantor (the “Parent Guarantor”), the Subsidiary Guarantors party thereto from
time to time and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

___________________, (the “Transferor”) owns and proposes to transfer the [Security][Securities] or beneficial interest in
such [Security][Securities] specified in Exhibit 1 hereto, in the principal amount of $___________ (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Exhibit 1 hereto. In
connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1. ☐      Check if Transferee will take delivery of a beneficial interest in the Global Security or
a Certificated Security Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Certificated Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial
interest or Certificated Security for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and 

  
 A-1 









 Annex A 
  

 
each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security will be
subject to the restrictions on transfer enumerated in the applicable legend printed on the Global Security and/or the Certificated Security pursuant to Rule 144A and in the Indenture and the Securities Act. 

2. ☐      Check if Transferee will take delivery of a beneficial interest in the Global Security or
a Certificated Security pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed
and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act,
(iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the
40-day “Distribution Compliance Period” under Regulation S, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than a “Distributor” as
defined in Rule 902 of Regulation S) and the transferred beneficial interest will be held immediately after such Transfer through Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Certificated Security will be subject to the restrictions on transfer enumerated in the applicable legend printed on the Global Security and/or the Certificated Security and in the Indenture and the Securities Act.

 3. ☐      Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Security or of an Unrestricted Certificated Security. 
 (a) ☐      Check if Transfer
is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the applicable legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security will no longer be subject to the restrictions on transfer enumerated in the applicable legend printed
on the Restricted Global Securities, on Restricted Certificated Securities and in the Indenture. 
 (b)
☐      Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any 

  
 A-2 









 Annex A 
  

 
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the applicable legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security will no longer be subject to the restrictions on
transfer enumerated in the applicable legend printed on the Restricted Global Securities, on Restricted Certificated Securities and in the Indenture. 

(c) ☐      Check if Transfer is Pursuant to an Effective Registration Statement. The Transfer is
being effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States pursuant to an effective registration statement under the Securities Act and in
compliance with the prospectus delivery requirements of the Securities Act. 
 (d) ☐      Check if
Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the applicable legend
are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security will not be subject to
the restrictions on transfer enumerated in the applicable legend printed on the Restricted Global Securities or Restricted Certificated Securities and in the Indenture. 

4. ☐      Check if Transfer is to either Company or any of its Subsidiaries. The transfer is being
effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Companies and the Guarantors. 

 

	
	
                       
                                 

	       [Insert Name of Transferor]

	
	
By:                      
                              

	   Name:

	   Title:



 Dated: _______________________ 

  
 A-3 








 Annex A — Exhibit 1 

 
 EXHIBIT 1 TO CERTIFICATE OF TRANSFER 

1.    The Transferor owns and proposes to transfer the following: 

[CHECK ONE OF (a) OR (b)] 

(a)    ☐    a beneficial interest in the: 

 

	 	(i)	 ☐    Global Security offered and sold pursuant to Rule 144A (CUSIP _________), or



  

	 	(ii)	 ☐    Global Security offered and sold pursuant to Regulation S (CUSIP _________)



 (b)    ☐    a Restricted Certificated Security. 

2.    After the Transfer the Transferee will hold: 

[CHECK ONE] 

(a)    ☐    a beneficial interest in the: 

 

	 	(i)	 ☐ Global Security offered and sold pursuant to Rule 144A (CUSIP _________), or 



 

	 	(ii)	 ☐    Global Security offered and sold pursuant to Regulation S (CUSIP _________),
or 


  

	 	(iii)	 ☐    Unrestricted Global Security (CUSIP _________); or 



(b)    ☐    a Restricted Certificated Security; or 

(c)    ☐    an Unrestricted Certificated Security, in accordance with the terms
of the Indenture. 

  
 A-4 








 FORM OF CERTIFICATE OF EXCHANGE 

Anheuser-Busch Companies, LLC 
 attn: Treasurer 

One Busch Place, St. Louis, Missouri 63118 
 United States of
America 
 Anheuser-Busch InBev Worldwide Inc. 

attn: Treasurer 
 One Busch Place, St. Louis, Missouri 63118 

United States of America 
 Anheuser-Busch InBev SA/NV 

Brouwerijplein 1, 3000 
 Leuven, Belgium 

The Bank of New York Mellon Trust Company, N.A. 

100 South 4th Street, Suite 550 

St. Louis, Missouri 63102, 
 USA 

Re: [Title of Securities] 

Reference is hereby made to the Indenture, dated as of November 13, 2018 (as supplemented to the date hereof, the
“Indenture”), among Anheuser-Busch Companies, LLC (“ABC” and a “Company”), and Anheuser-Busch InBev Worldwide Inc. as co-issuers (“ABIWW” and
a “Company” and together with ABC, the “Companies,” as the context requires), Anheuser-Busch InBev SA/NV, as parent guarantor (the “Parent Guarantor”), the Subsidiary Guarantors party thereto from
time to time and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

__________________________, (the “Owner”) owns and proposes to exchange the Note[s] or beneficial interest in such Note[s]
specified herein, in the principal amount of $____________ (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 

1.      Exchange of Restricted Certificated Securities or Beneficial Interests in a Restricted Global
Security for Unrestricted Certificated Securities or Beneficial Interests in an Unrestricted Global Security 
 (a)
☐      Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on 

  
 B-1 








 
transfer contained in the Indenture and the applicable legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (b)
☐      Check if Exchange is from beneficial interest in a Restricted Global Security to Unrestricted Certificated Security. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Security for an Unrestricted Certificated Security, the Owner hereby certifies (i) the Certificated Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the applicable legend are not
required in order to maintain compliance with the Securities Act and (iv) the Certificated Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(c) ☐      Check if Exchange is from Restricted Certificated Security to beneficial interest in an
Unrestricted Global Security. In connection with the Owner’s Exchange of a Restricted Certificated Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the applicable legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States. 
 (d) ☐      Check if
Exchange is from Restricted Certificated Security to Unrestricted Certificated Security. In connection with the Owner’s Exchange of a Restricted Certificated Security for an Unrestricted Certificated Security, the Owner hereby certifies
(i) the Unrestricted Certificated Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes
and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the applicable legend are not required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Certificated Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

2.      Exchange of Restricted Certificated Notes or Beneficial Interests in Restricted Global Securities
for Restricted Certificated Securities or Beneficial Interests in Restricted Global Securities 
 (a)
☐      Check if Exchange is from beneficial interest in a Restricted Global Security to Restricted Certificated Security. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Security for a Restricted Certificated Security with an equal principal amount, the Owner hereby certifies that the Restricted Certificated Security is being acquired for the Owner’s own account without transfer. Upon
consummation of the proposed Exchange in accordance with the terms of the 

  
 B-2 








 
Indenture, the Restricted Certificated Security issued will continue to be subject to the restrictions on transfer enumerated in the applicable legend printed on the Restricted Certificated
Security and in the Indenture and the Securities Act. 
 (b) ☐      Check if Exchange is from
Restricted Certificated Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Certificated Security for a beneficial interest in the [CHECK ONE] ☐ Global Note
offered and sold pursuant to Rule 144A, ☐ Global Note offered and sold pursuant to Regulation S, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account
without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer
enumerated in the applicable legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. 
 This
certificate and the statements contained herein are made for your benefit and the benefit of the Companies and the Guarantors. 
  

	
	
                       
                                 

	       [Insert Name of Transferor]

	
	
By:                      
                              

	   Name:

	   Title:



 Dated: _____________________ 

  
 B-3